Spider-man: Enemy Within
by ScarletWebWarrior06
Summary: Peter Parker had faced many battles throughout his short time as Spider-man, he has made enemies, lost friends, and loved ones. He is at the lowest point he has ever been when someone approaches him with an opportunity to regain who he is, but someone is threatening to destroy New York from the inside out, leaving Peter to discover that his greatest battle is within himself.
1. Chapter 1

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy without further delay here is chapter 1.**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **Chapter 1, Spider-man No More.**

To say that the last few months were not good for 15 year old Peter Parker would be the understatement of the century. To start off with he got bit by a genetically mutated spider changing his DNA giving him powers, now that might not seem that bad, but since he has gotten them his already tiny social life had become worse with the only two friends (one of which had been his girlfriend) he ever had stopped talking to him one of them hated his guts. His uncle Ben shot, and killed, but to seal the deal the last family member he had was killed right in front of him. Peter was currently laying on the ground in the abandoned warehouse he was living in as he recalled the events that put him here the holes in the roof letting in the rain so sleep was impossible Peter sighed, and closed his eyes as he remembered the night in question.

 _1 month ago_

 _He couldn't believe he was so stupid it was all a distraction, he was at Midtown High's Homecoming when 5 of his "rivals" blew a hole in the gym, and started yelling for Spider-man_

" _Peter No!" Mj told him holding him close Harry grabbing her arm, and running with the rest of the class. He hid away and suited up into his red, and blue costume before jumping out, and being greeted by Shocker, Sandman, Chameleon, Scorpion, and Doc Ock, they currently had a teacher hostage, Doctor Connors. Octavius injected something into his neck causing him to become Lizard, they dubbed themselves the sinister six. Peter took them out with little to no effort, he led Sandman to the school pool, he webbed up Shocker's gauntlets causing them to explode, He got Doc Ock's arms tangled. He ripped Scorpion's tail clean off, and Chameleon was knocked out by Lizard. Lizard turned out to be tougher he was doing a number on Peter, who tried everything he webbed his mouth, he punched, he threw books, trophies, chairs, desks, random beakers, computers, nothing. Lizard was causing a rampage destroying the school in the end he managed to get Lizard to turn back into Connors, but at the cost of Doc Ock's life, he had sacrificed himself so that Peter could make an antidote, he didn't know why but he was thankful. In the end though it turned out to just be the beginning. He quickly swung back to his apartment complex only to find his apartment in ruins it was destroyed the only thing left in tact was the TV it had a live feed of a bride, but it was covered in fire, and destroyed cars there was a note._

 _Missed you Spidey :(_

 _Meet me_

 _Or May DIES!_

 _-Gobby 3_

 _He didn't waste a second he jumped out the window, and started swinging towards the bridge, a fire of rage strong in his heart, he wasn't just mad, he was pissed, and he was looking to take it out on the Green Goblin. He finished his journey, and landed making sure to refill his web shooters before he heard the high pitched cackle behind him, one that he knew all too well._

" _How nice of you to join me Peter, like what I've done with the place?" He joked sarcastically motioning to all the fire, and chaos._

" _Where...is...,my...aunt?!" Peter growled not in the mood for the Goblin's games_

" _Straight to the point, huh? What's the matter out of jokes, no more quips, no puns, no dumb nicknames, come on play along," Goblin laughed_

" _Goblin ANSWER ME WHERE IS SHE?!" Peter screamed facing him finally taking him in in all his green ugliness, his purple hat sitting atop his scaly green skin, he was covered in purple-silverish armor, with two gauntlets on his wrists that Peter knew contained hidden knives, his belt full of orange pumpkin bombs his green legs left uncovered the only things on his legs were his purple boots matching his hat, and gloves. He of course stood upon that stupid glider, that had three sharp spikes in the front, how he wished to impale him with them right now. It was official Peter Parker, the Spider-Man was out for blood._

" _Oh cheer up Petey, I haven't hurt her she's safely locked in a car, well by safe I mean right there about to fall off the bridge" Goblin laughed pointing in a direction, Peter looked down for the car in question it was the car, his uncle's car that he was killed for in the car jacking. Peter looked closer, and sure enough in the front seat tied up was his Aunt May, filled with rage Peter instantly dove from the tower he was perched on, but the Goblin was faster and smashed him into the tower, and punched him in the face hard, causing him to see stars for a sec, Goblin then threw him hard crushing a bus underneath them._

" _Owww" Peter groaned trying to move from the beant steel, and shattered glass before he heard the beeping of a familiar orange bomb, he tried to move, but couldn't, and was sent flying again._

" _HAHAHAHAHAHAHAHAHAHAHAHAHA this is fun Petey, we should do this more often!" Laughed the Goblin hovering above him Peter growled, and shot a web that attached itself on Goblin's arm he pulled hard causing him to fall of his glider, which flew off. Peter wasted no time running towards his aunt before his spider sense went off he ducked what appeared to be a car door._

" _NO! Not until I am ready Peter," Goblin shouted and sent a kick at Peter's stomach causing him to bend over, Peter punched Goblin in the face, and started an assault punch after punch getting harder, Goblin seemed unfazed, and caught Peter's punch, and sent a punch of his own, and Peter tried to block, but to no avail, Goblin now sent several punches, which Peter definitely felt, then his spider sense tingle, and he barely dodged getting impaled by one of the hidden blades, Peter backflipped away trying to gain distance, he started shooting several web bullets, and grenades, trying to get Goblin stuck, but yet again Goblin seemed unfazed._

" _HAHAHA oh Peter who will have to try harder than that if you want to stop me!" Goblin laughed again_

" _SHUT UP!" Peter screamed charging at Goblin sending a kick which knocked Goblin back he then started beating the crap out of him, but then he started laughing._

" _HA" punch_

" _HAHA" punch punch_

" _HAHAHAHAHAHA" punch punch punch, Peter was getting mad_

" _SHUT UP SHUT UP SHUT UP!" He yelled sending more punches, adding some kicks, but soon Goblin was laughing like crazy_

" _Same old, same old Peter," He laughed catching Peter's fist again this time using his knife to slash Peter across the face causing him to scream out Goblin sent another flurry of punches to Peter until he was against a car, and he then picked Peter up by the throat, and smashed him on the windshield Peter cried out in pain. Goblin jumped on the car, and grabbed the back of Peter's head, and sent several punches to his face. Peter's face was covered in sweat, blood, and bruises, he could taste the blood in his mouth, he felt tears in his eyes, he cautiously looked over to his Aunt who was watching in horror, Peter growled, and kicked Goblin in the stomach to get him off, kicking him once, twice, three times more, before Goblin doubled over Peter then sent a punch to his face, and pushing him off him. He shot a web line at a car, and pulled it jumping over it as it hit Goblin sending him flying across the bridge._

" _Impressive Peter HAHAHAHA" Goblin laughed throwing three pumpkin bombs making Peter's spider sense go haywire, making him jump, flip, anything to evade the blasts. He looked into the smoke for Goblin, but was met by the three spikes of the glider impaling him between the glider, and a tower._

" _Ahhhhhh" Peter screamed in pain Goblin walked over, and slapped Peter._

" _Silly boy this whole problem could have easily been avoided" Goblin scolded him jokingly_

" _H-how?" Peter coughed_

" _Oh you stupid child I came to you asking to join forces, imagine that us using this power against these pitiful humans, instead of each other we could be Gods, feared upon them" He yelled at Peter walking back, and forth no longer laughing_

" _I'd rather die than become a monster like you!" Peter coughed out_

" _Like me? Like ME?! Peter you are just as much of a monster as me, you just choose not to accept it." Goblin hissed_

" _No, I'm nothing like you" Peter hissed angry_

" _Oh really, here let me put it in perspective for you Pete, you claim that you are this defender of justice, this protector of humans, well they don't like you as much as they don't like me, they see a mutant, a freak, an abomination, they don't care about you helping stop a bank robbery, because when it comes to it, there will also be this big baddie like me, who wants to take you down, and the people you love with you! They will always put innocent people in danger to get to you Peter, and you know what, I know it pains you to hear this, but you cannot save everyone, people will die, because of you! Whether you killed them or not, because you didn't save them, and you know who gets blamed, not the killer, you. In the eyes of the people we are both monsters, the only difference is I've accepted it." Goblin rested his hand on the glider, and pat Peter on the head while telling him this._

" _Screw you! I-I can protect the people I love you are wrong!" Peter tried to reassure himself he didn't dare look at Goblin._

" _REALLY? HAHAHAHAHA, the where's your Aunt?" Peter didn't answer_

" _Where's your Aunt Petey?" Goblin growled forcing him to look at him, Peter again stayed silent_

" _I'll show you where she is!" Goblin hissed, walking off to the car she was in he ripped off the door, and grabbed her by the hair with one hand she screamed causing Peter to snap out of the trance he was under._

" _DON'T HURT HER!" Peter yelled at him_

" _Oh don't worry I won't you will "hero"" he added air quotes to the word hero walking over to him_

" _Like hell I will!" Peter screamed in response_

" _Oh really well you aren't going to be able to save her, do you see what I mean now" He growled running his blade across her cheek causing May to scream out in pain Peter looked away he couldn't watch_

" _Oh do you know what would really hurt her, finding out that big secret that you hid from her," Goblin smiled May was frozen as he grabbed Peter's mask, and tore it off_

" _P-P-P-PE-PETER?!" May choked out in surprise betrayal evident in her voice Peter dared meet her eyes he saw the tears fall from her eyes Peter followed suite_

" _Aunt May I'm sorry, I'm so sorry I wanted to tell you so much, b-but I couldn't now it's my fault. My fault we are in this situation, it's my fault Uncle Ben died I-I'm so sorry!" Peter cried out turning away ashamed May just stared in disbelief_

" _Now you see it Pete, actions have consequences, you are no hero, you are just a freak in a silly Halloween costume" He raised his blade to May's neck_

" _You want to play hero fine. Time to pay the price!" He cut May's neck Peter looked on in horror, as his Aunt fell to the ground lifeless just a few steps away, and then to add insult to injury Goblin placed his foot on May's neck, and stepped with enough force for Peter to hear a sickening snap._

 _Present_

Peter felt tears fall from his face after that he had somehow manage to kill the Goblin, but after the fact he wasn't treated as a hero, MJ broke up with him, Harry now hates his guts for "hurting MJ" as he put it, though in all fairness Peter was the one doing more of the hurting, he wasn't sure of what the future had in store for him, but one thing was sure he was Spider-Man….no more.

"I should just end it already…" were Peter's last thoughts before falling asleep.

 _Xavier's School for Gifted youngsters_

Charles Xavier awoke with a start he was used to hearing the different thoughts of people, but tonight one in particular caught his attention, he had been keeping an eye so to speak on this one Peter Parker, he accidentally read his memories while using the cerebro one day, the poor kid even Logan sympathized for him, he was well aware of Peter's extra curricular, but lately he noticed he had been going out less, and less, but tonight he dreamed, Peter's memories, he dreamed of the events on the bridge a month ago, he knew one thing Peter Parker needed people, now more than ever. He got into his wheelchair, and wheeled down to Logan's room. He focused, and sent a message telepathically to Logan.

Logan was in his room he wasn't asleep, he was sitting in a chair smoking a cigar, and drinking some beer while watching a sports game from who knows when. So when he received Xavier's message he begrudgingly got up, and opened the door

"What is it Chuck, I'm kinda busy here" He growled

"My friend you, and I both know you are not" Xavier retorted with a smirk Logan just mumbled some cuss words under his breath

"What do you want Chuck?" He demanded annoyed

"A favor" Xavier said frowning

"No, I will not change your diaper" Logan said sternly

"Charming, but no you remember that one mutant I told you about a while ago, Peter Parker?" Charles responded with a smirk

"Sorta the kid who wears underwear, and plays hero?" Logan grunted

"The very same, well it seems he is in need of a home, and a family, so I have decided to bring him here, and so I need you to go get him, I will come with you of course to give a good first impression" Charles said seriously

"Still don't see why this is my problem," Logan growled

"Please Logan, remember how I brought you in when you had nobody, now is your time to return the kindness" Charles said softly

"Where is this punk?" Logan rolled his eyes

"Queens…" Charles started

"No" Logan said deadpanned

"I know it seems far from here, but it is worth it I promise"

"Chuck we are in Bayville that is at least a two hour journey" Logan groaned

"No it is not Logan" Charles rolled his eyes, but soon they were not alone

"Some of us are trying to catch some sleep what's the big deal?" The 16 year old southern belle known as Rogue asked walking into the hall

"Yeah what gives?" Rogue's valley girl roomate Kitty Pryde asked

"Nothing that concerns you stripes, nor you squirt" Logan growled

"Well it did the second you woke me up" Rogue responded stubbornly

"Professor please tell us what is going on?" Kitty begged

"Very well, we have found a new mutant, that we believe is in need of help, but Logan is not willing to go get him." Charles smiled amused, at the angry expression on Logan's face

"Isn't that like a job for the X-men?" Kitty asked taking in everything Charles had told them

"Yeah how dangerous is this kid?" Rogue piped up

"Not that dangerous at the moment…" Charles trailed off

"What do you mean at the moment?" Logan ask suddenly interested

"His mental state is in a horrible place, if it continues to get worse it is only a matter of time before he does something harmful to himself or to someone else." Charles explained softly he then went to greater detail about his living situation, as well as the basics of his family life before all three of the mutants were stunned silent.

"Okay fine I'll drive" logan rolled his eyes

"Can we come, no offense, but I think you'll need someone friendlier than Logan on this one," Rogue joked, but asked seriously Charles thought for a second before nodding

"Very well Rogue you can come along Kitty you go back to bed," He sternly said

"But…" Kitty started before looking at Logan who was already annoyed, before nodding, and going back into the room.

After awhile they pulled up in the truck to the location Charles had told Logan, and got out of the car.

"You sure this is the spot it's a shi…" Logan started

"Yes Logan, also I do suggest you mind the language." Charles rolled his eyes

They knocked on the door causing Peter to wake up, and stretch he looked at the roof

"Still raining….great" He rolled his eyes, and went to open the doors nothing could have prepared him for who waited for him, there was an elderly bald man in a wheelchair wearing a nice suit, he just looked like he was powerful, and important, next to him was a grizzly man who was a lot bigger than Peter, he had long black hair, and mutton chops, he was also smoking a cigar, but the person next to him caught his attention the most, she was beautiful, slightly taller than Peter, she definitely looked his age she had curly red hair with a white streak in the front, she was wearing gloves, and a brown jacket with jeans, and a white shirt.

"Ummmm hello I think you have the wrong address," Peter joked nervously

"Peter Parker?" Charles asked

"Ummmmmm yeahhhh that's me…" Peter said creeped out

"Are you going to let us in bub?" Logan growled scaring Peter

"Uhh I would, but you see the roof is so bad that we might as well be outside, also I have no idea who you three are...:" Peter stared at Logan scared

"That's okay sugah we actually wanted to talk to you about that," Rogue spoke softly with her southern accent she was examining Peter blushing slightly

"Oh are you here to take me into child services…" Peter nervously questioned looking back for something confusing the others

"No no not quite you see my name is Professor Charles Xavier, and I…." Charles started

"Charles Xavier, you mean like the mutant expert I read all of your work you are a genius it is so great, erm nice to meet you sir!" Peter rambled really fast offering his hand to a smiling Charles who took it with a grin.

"Oh well that makes things easier, allow me to introduce Logan, and Anna" He said motioning to the two smiling looking at his hand which Peter was still shaking

"Oh my God I'm sorry, ahhh nice to meet you Logan" He offered his hand, and was met with a snarl his eyes widened before Rogue offered her hand

"Don't worry about him sugah he's just a little cold, you can also call me Rogue," She smiled

"Oh well I'm Peter, or Pete, or Puny Parker, whatever I've been called a lot of things, but I guess you already knew that. Wait how did you know my name?" Peter asked nervously shifting looking at charles

"Ahh I'm glad you asked well like you mentioned I am an expert with mutants, and I run a school for these shall we say gifted kids, and I have reason to believe you are one of them" He smiled at Peter

"What p-proof?" Peter asked even more nervous

"How about that onsie you got bub?" Logan said pointing at his spider-man costume shocking Rogue, and Peter

"H-Halloween…"

"Was last month" Logan said sternly

"Yeah I'm busted aren't I?" Peter asked Rogue just looked surprised still

"Look if you are here to tell me to quit then I hate to tell you that I'm done, I mean look around I can't afford a roof over my head, school, everything is pointless for me, I don't get why you bothered yourself with me?" He said sadly

"Well we can give ya a roof sugah." Rogue said gently putting her gloved hand on Peter's shoulder

"I don't have money…."

"Not a problem" Charles said softly

"It's free, what's the catch?"

"No catch my school is a place where all mutants can practice their powers in private living happily" Charles smiled saying

"What about school, like school school?" Peter asked

"I'd imagine you'd join Rogue here at Bayville High along with the other kids your age." Charles said

"You sure you want me, I'm useless" Peter said softly thinking back to his Aunt's death

"So was I bub," Logan said somewhat gently

"I-I'll go pack" Peter said smiling

"I can help" Rogue volunteered blushing, yeah she had a crush on this kid she thought, Charles smiled, and waited Logan went to start the car Rogue quickly helped Peter pick up his stuff which contained of a few pairs of clothes, a backpack, a pillow, a blanket, several framed pictures. Peter through on his uncle Ben's jacket that was still to big on him, and made his way to the costume. Rogue walked up to him

"You okay?" she asked softly

'No" Peter said truthfully letting a tear fall from his cheek

"If it makes you feel better I'm a huge fan" She smiled, and carefully wrapped an arm around him.

"If you don't mind me asking why?" Peter asked sadly

"Easy, because you helped people you actually saved a friend of mine once, and for that you are amazing," She smiled Peter smiled softly

"What's your power An-Rogue?" Peter asked

"OH well uh basically if I touche someone I absorb their life force, or powers in some case, I can also fly, and have super strength," Peter's eyes widened, and looked at her hand his face paling

"Uhhhhhhh" was all he said pointing to it

"Oh don't worry it's only skin on skin contact sugah" she laughed a little sadly, and Peter knew why he cautiously squeezed her hand smiling which caused her to blush, and smile as well. Peter looked at the costume, and sighed before picking it up

"Maybe one day I'll wear it again" he said sadly

"What happened?" Peter just looked away tears in his eyes

"Hey it's okay you don't have to tell me let's just go to the truck okay, I bet you're tired" She said noticing his sadness, and this time she squeezed his hand. Peter smiled, and walked with her side by side he didn't no what laid ahead of him, but he did know one thing it was going to get better.

 **Okay so that is chapter 1 let me know what you thought, I appreciate feedback, next chapter will be called Moving in, a Spider's return. Bet you can't guess what that is about XD.**


	2. Chapter 2

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy without further delay here is chapter 1.**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **I also feel I need to clear the air on some things, this is not fully X-men evo, I just took the high school, and location, but for the most part the characters look like they normally do, I also received something about X-23, I do have plans for her, but not as a love interest more of a best friend/sibling to Peter, and finally this story for is on two different categories not entirely sure why, but one is on the Spider-man stories, the other is where it should be with Spider-man, and X-men crossover fics. That is all for now, thanks for all the feedback, and good words, I love you all!**

 **Chapter 2: Moving in, a Spider's Return!**

The ride only lasted about 30 minutes, but to Peter it felt like an eternity. He was currently sitting in the very back next to Rogue the two were becoming fast friends as they were talking about random stuff, she seemed to realize, and understand that something was bothering him whenever he looked at his mask, she didn't want to intrude so she didn't ask anything.

"So uhh this place what exactly is it like?" Peter asked softly to Rogue who smiled at him

"It's amazing, there are so many people we all get along nicely, not to mention the building his huge" Rogue exclaimed excitedly

"Well the place I was staying at was pretty big" Peter laughed dryly remembering the warehouse

"Yeah, but this place is an actual mansion, plus it has a roof sugah," Rogue smirked chuckling Peter smiled, and laughed what felt like his first real laugh in forever, there wasn't much enjoyment to be found lately.

"Fair enough, what about the school, what's it like?" Peter asked remembering his experiences from Midtown High with a shutter, and he was only a Freshman.

"Eh, it's school not much to say there are a few cliques you should steer clear of, but other than that it's not too bad, if you are into that stuff." She joked

"Oh well same old same old huh?" Peter asked smiling, there was probably going to be another Flash Thompson, but this could be his fresh start maybe he could join a sports team, he was faster, and stronger than probably all of the other kids.

"I thought you didn't use your gifts for selfish purposes Peter" Charles smiled at him Peter's eyes widened, he looked at Charles, but realized something he didn't move his mouth while talking he looked at Rogue who was amused

"Are you a ventriloquist? Or did you not say anything, and I'm going crazy?" Peter asked Charles mortified

"Ahh well let me start off by telling you, you aren't crazy, I myself am one of the gifted people I talked to you about earlier, my power is telepathy in a since" He said smiling to Peter

"That is awesome actually so you can read my mind?" Peter asked like a kid on Christmas

"Indeed" Xavier said smiling at the boy

"What am I thinking of right now?!" Peter yelled excitedly before looking around blushing

"Sorry I umm get excited easily" Peter blushed nervously Rogue laughed at him

"You are cute when you are nervous sugah" She laughed, and Peter's blush deepened to the amusement of the two friendly mutants.

"T-T-thank you" He managed to cough out his face a deep shade of red

"So do you want me to say what's on your mind right now" Charles smirked knowingly

"N-No I'm good" Peter exclaimed somehow turning even more red

"S-so is there anyone that I need to stay away from for safety's sake at this mansion?" Peter asked trying to change the subject causing the two mutants to laugh Rogue coughed and nodded her head pointing to the driver's seat causing Peter's face to pale.

"Yeah I suggest don't tick off Logan sugah, he will literally rip you to shreds" She whispered watching as Peter's face went from dark red to having no color in it

"Oh kayyyyy noted" Peter saide nervously subconsciously moving away from him accidentally moving closer to rogue she smirked, and blushed lightly

"So uhh sugah what made you become Spider-man? If you don't mind, I'm sorry if I am intruding, actually nevermind." Rogue who was normally the most confident person stammered nervously catching the attention of the two older men Charles smiled, and Logan shook his head in disbelief.

"Oh no it's okay you've told me a lot about yourself, I should open up sometime or later." Peter smiled at her

"So where to start, well this summer my 8th grade class took a trip to Oscorp for us moving on to High school, and there we were showed all these projects including super spiders as they called them…" Peter started

"You expect me to believe you were exposed to Spider DNA, and that changed you Bub?" Logan growled scaring Peter

"Well yeah one got out, and bit me, I went home passed out, when I woke up I could walk on walls, and move faster than a bullet." Peter explained nervous

"Uh huh" Charles exclaimed as if he already knew all of this

"Gross I hate spiders, no offense of course" Rogue joked as she shivered

"None taken anyway someone told me something that I didn't listen to at the time, and then because I didn't listen someone died, and so I decided that if I could help anyone, prevent people from meeting the same fate then it was up to me to do something." Peter explained looking at Rogue who was smiling at him

"But then something happened, and I realized that I couldn't save anyone, that I was useless…" Peter trailed off sadly as the entered a long driveway Rogue frowned, and placed her gloved hand on his comfortingly, he looked at her smiling sadly. The car came to a stop, and Logan stopped the car, and opened the door helping Charles out Rogue was next out, and Peter cautiously jumped out where the three were waiting for him, it was still very dark, and rainy, but Peter could tell just how huge this place was, and his jaw dropped.

"I'm going to be staying here?" Peter asked shell shocked Rogue smiled at his reaction

"Indeed now come inside Petey" She said smirking as he stood in the rain as the other three made their way inside Peter froze upon hearing the nickname remembering the Goblin, he shivered slightly

"Sugah? Pete? PETER!" Rogue tried to get his attention snapping him out of his trance

"Hmmm yeah sorry I'm coming," he walked to the door she just looked at him worried

"You all good?" She asked

"Y-yeah I just had some deja vu" Peter smiled walking in with her, he walked right into what appeared to be the biggest entryway in the history of ever there was a giant staircase directly in front of him, he looked up to see the biggest chandeleur he ever saw, to his left, and right there were two hallways the left led to a living room, and to the right the kitchen. He looked at Rogue his eyes wide

"Yeah I know what did I say?" She smiled at his reaction Peter just shifted uncomfortably

"No words" was his response

"Rogue can you show Peter to his room he will have a busy day tomorrow, he will have to meet everyone else, get enrolled at Bayville, go shopping, all that stuff" Charles smiled

"Shopping, but I don't have money plus I have clothes."

"Yeah three shirts, a coat, and two pants, along with your special outfit" Rogue smirked

"And money will most certainly not be a problem, I will have Ororo take you tomorrow," Charles said patting his shoulder

"Ororo?" He asked

"You will meet her tomorrow, she is a lot ermm nicer than Logan" Rogue joked Logan just growled

"Well if it's not too much to ask can Rogue tag along if that's okay with her, I just feel like having a familiar friendly face will be nice" Peter asked softly Charles smiled, and nodded

"Until then Bobby or Scott might be able to spare something." Charles said causing Peter to smile

"Now which room is his Professor?" Rogue asked smirking

"I was thinking he could share one with Kurt, but for the sake of getting settled he can sleep in the spare one next to Logan's, and your's" He informed her she just nodded

"Come on sugah" She offered her hand, and let him to his room Peter stopped every now, and then to look at stuff to her amusement. They had made their way through several places, Rogue kind of giving him a tour until they had reached his room she opened the door for him, and again his eyes widened. It was bigger than his entire apartment he had two king sized beds with white sheets, and blankets. There was a flat screen TV, by the feet of them, there was a dresser, and a giant closet, a bedside table with a lamp, and a bookshelf full of books, science of course so Peter was happy.

"Wow" was all he said letting go of Rogues hand walking in placing his bag on the bed, Rogue smiled, and followed suite closing the door behind her.

"This is amazing" peter looked around

"Yeah you can decorate it too it's yours" She smiled, he smiled brighter, and unzipped his backpack he took out the first thing. His costume. He sighed, and pulled it out slowly, as he pulled it out, something fell out of his bag, he put the costume down, and picked it up, Rogue saw what it was. It was a framed picture of Peter standing next to a beautiful woman in front of the statue of Liberty. Peter moved his stuff, and sat on his bed tears falling from his face. Rogue saw this, and sat next to him

"Hey Peter what's wrong?" She asked softly rubbing his back he shook his head

"Who is that?" She tried again Peter sniffed a little, and wiped tears from his eyes

"S-She was my aunt" He said softly putting an extra emphasis on was Rogue caught this

"What happened?" She questioned softly

"I did" was all he said

"I happened, s-she was kidnapped by my arch enemy, and he killed her in front of me, it's all my fault I should've been there." Peter cried, and retold the story Rogue saidly listened rubbing his back

"Let me ask you something sugah that person you told me about earlier, who was it?" She asked softly

"My uncle." Peter said now retelling that story to Rogue who sat there listening.

"I can't do anything right, I thought Spider-man would help people, but I can't even protect those I love, I am no better than any criminal." He said sadly

"Hey don't say that look at me you are a hero Peter, people rely on you, here it's my turn for story time, when I first discovered my powers, I had a good life a boyfriend, all that I was prepared to start my 8th grade, when he decided to kiss me, that's when I found out what I was, I put him in a coma, I basically killed him, I almost kill everyone I touch," She started Peter looked at her sadly

"I'm sorry." He started

"Don't, you say you are no better than criminals you say you can't protect people, but you are wrong, you help people, you protect people, you don't hurt, or kill innocent people like I do, so as far as I'm concerned you are the greatest hero ever." She said gently

"What was his name?" Peter asked

"Remy" She responded softly Peter nodded, and looked at his costume

"Peter I know it's hard, and you want to give up, but what would your Uncle want, what would your Aunt want?' She asked knowingly Peter grabbed his mask still torn

"It needs a little fixing, but so do I, you are right thank you Rogue." Peter smiled at her

"Just know you're not alone anymore Peter I will make sure of that" She said softly She rested her head on Peter's shoulder carefully causing Peter to smile.

"Okay since we are being honest are the webs too much?" He joked causing Rogue to laugh

"No they are perfect, web-head" She responded smiling

"Oh I haven't heard that one before red? Streak? Nope never mind I got no nickname for you" He laughed Rogue smiled, and got up

"I need to go to sleep breakfast is at 7, don't be late sugah" She said getting up, and walking away.

"Okay goodnight, Hey rogue!" Peter said looking at her

"Yeah Webs?" She said turning around with the door open

"Thank you so much" He said smiling up at her she nodded returning the smile, he got into his pajamas, and finished unpacking placing the framed photos next to him

"Goodnight Aunt May, Uncle Ben, I promise I will make you proud of me." He said falling asleep, and for the first time in ages with no nightmares.

* * *

Peter awoke with a start as there was a loud knock on his door he glanced at the clock on his table to see it was 7 am he got up, and looked around, and still couldn't believe this was real

"I thought it was a dream," Peter smiled he opened the door to see Rogue

"Hey sugah it's breakfast time," She greeted happily

"Oh nice I haven't had real food in forever" He exclaimed happily

"How'd you sleep?" She asked warmly

"Better than I have in ages" Peter said smiling

"Thank you again for last night I really needed that heart to heart" Peter said honestly Rogue smiled again

"Of course Pete, now come on." She said happily she started to lead Peter out of the room

"ACTUALLY here put these on" She offered him jeans, and a flannel

"As much as I enjoy you not wearing a shirt I'm not sure it will give a good first impression." She smirked looking him up, and down causing Peter to blush, and look down as well

"S-sorry, umm just a sec" Peter slammed the door blushing deeply, and got ready making sure to apply the deodorant he had in his bag. He opened the door, and was greeted by a smirking rogue

"Shut up," Peter said jokingly causing her to laugh

"Come on I will show you where to go, and make sure you get introduced to everyone, keep in mind that people her are all really different to say the least." She said offering her gloved hand again

"I have fought a giant dinosaur man, nothing can surprise me anymore." Peter joked

"Oh you have to tell me about that one, and don't be too sure about that." She joked leading him to a room with a giant wood table, with several chairs on both sides, a TV at the front of the room which was currently playing the news. There were a few people in there, there was Charles, and Logan, next to them was a beautiful African woman with white hair, who Peter assumed was Ororo. Sitting down at the table were three teens Peter's age. One was a kid who looked a lot like Harry, except he was wearing red sunglasses, next to him was a girl who reminded Peter of MJ, she had the same red hair, and similar features, if Peter didn't know better he would have assumed they were Harry, and MJ, and finally there was a short brunette girl who was wearing a pink sweater, and jeans.

"Rogue hey! Good morning" The brunette called out to her causing the other two to look at her Peter got a little nervous, and shifted uncomfortably causing Rogue to put an arm on his shoulder

"Good Morning Kitty, Scott, Jean" She greeted the three who all looked at Peter

"And who is this" The one known as Scott asked

"Oh I'm new I'm uhhh Peter Pecker...Parker, sorry Parker, Peter Parker" Peter nodded nervously Jean looked at him funny causing him to shift

"Nice to meet you Peter, I am Scott Summers" Scott offered his hand Peter took it

"I am Katherine, but like you can just call me Kitty cutie" Kitty offered her hand making Peter blush again

"I an Jean nice to meet you Peter" Jean offered her hand now smiling

"So you are all mutants as well?" Peter asked they all smiled, and nodded they all informed him of his powers before Charles interrupted

"Ahhh Peter I'd like for you to meet Ororo she is who will be taking care of you today" Peter offered his hand to the woman

"It's a pleasure to meet you" She said calmly causing Peter to smile

"Likewise" He said happily

"Would you like to eat something?" She asked as Peter's stomach growled causing him to blush he nodded, and she offered him a seat, he sat next to Rogue, and Kitty, and soon was laughing, and joking with them all he felt comfortable, and told them about his extracurricular, and was currently telling them a story that everyone was laughing to about one of his first outings.

"Your kidding the Shocker? Like what kind of name is that?" Kitty laughed

"It's shocking isn't it" Jean piped up causing them to laugh

"So anyway he got really angry, at me, and started screaming I'M GOING TO SQUASH YOU" Peter did an impersonation of him which just sounded dumb

"And he adjusted something on his gauntlets to increase power, aimed at me, and sent himself flying backwards knocking himself clean off, all I had to do was call him a pillow," Peter laughed hard remembering the event

"Oh my God" Rogue choked on her water laughing hard

"Hey uhh Kitty correct me if I;m wrong, but you said you were once saved by Spider-man, right?" Jean teased knowing all about her superhero crush

"Oh yeah you probably don't remember me, but I was in this alley, and there were muggers, and you came in, and saved me," She blushed staring at Peter

"Was it an alley by broadway?" Peter asked looking at her

"L-like yeah you do remember?" She asked shocked blushing even more

"Yeah I remember now you were wearing that exact same sweatshirt," Peter laughed Kitty just blushed, and looked away making them all laugh. Charles, and Ororo were watching off to the side

"He seems to be getting along with them, and that was my biggest concern." He said to her she just nodded

"I think that him having a close group of friends is important." She said to him she had been filled in on him, and knew all about how hard his life had been recently.

"Indeed which gives me an idea" he said moving over to the table

"Excuse me Kitty, Scott, Jean, how would you three like the day off to go to the mall with Peter to help him get adjusted?" He asked the three just smiled, and agreed after breakfast the five followed Ororo, and started off to the mall, Charles stayed behind to call Bayville High, to get Peter enrolled.

The mall had been fun the five exchanged jokes, and funny stories, liked they had known each other for years. They had just walked out of a shop where Kitty, and Rogue, as well as Jean all helped Peter get clothes.

"I can't believe you were going to buy XXL's" Rogue laughed at Peter.

"Yeah like none of those would have fit you, plus you look cute in the outfits we got for you" Kitty added causing Peter to blush, and look at Scott for help.

"Hey don't look at me I just do what Jean says otherwise she will kill me." He joked looking at Jean who was glaring at him sternly

"What?" She asked

"I meant I love you…" He said nervous causing the others to laugh

"Nice save Scott" Peter laughed out which made even Jean laugh. They were walking when Peter wasn't looking where he was walking, and bumped into someone knocking them over, and causing to drop their stuff

"Oh my God sorry!" They said at the same time Peter helped her up, and picked up a bunch of cat toys

"You got a cat huh?" He asked handing the bags to the woman, she was beautiful slightly older than him she had piercing green eyes, and shining silver hair

"Yeah I do, sorry again, and thank you," She said before walking off causing Peter to turn to the rest of the group, and laugh

"Same old Parker huh, can't avoid trouble huh?" Came a familiar vice that made Peter shudder, he slowly turned around to meet Harry, and MJ, and surprisingly Flash, and Liz

"Uhhh hi" he offered nervously looking back to his new friends who looked on at the scene confused he sent them a look that only Rogue picked up on she walked forward, and stood next to him, he had told her about his former friends, although she did not know who the other two were she looked back to the other three and motioned them to come stand next to him

"Awww Puny Parker made friends isn't that adorable" Flash joked making Liz, and Harry laugh

"What did he pay you, oh wait how could he?" Liz jumped in laughing more

"Yeah Pete how is that dumpster you have been living in?" Harry jokes though he didn't seem to care, and that hurt, more than anything any villain could do, his best friend for years, the person he shared so many jokes, stories, secrets with, was making fun of his misfortune while hanging out with the people who made 1st through 8th grade Hell for him, he didn't no what to do he looked at MJ who just looked away.

"Peter let's go" Scott said grabbing his shoulder Peter nodded slightly

"Hey just a sec four eyes what's your deal your inside what's with the shades do they make you feel cool" Flash joked high fiving Harry Scott just growled, and Jean held his hand

"Like come on Pete" Kitty said next before Liz chimed in

"Awwww look he got himself a plastic barbie doll." She laughed Kitty just stood still for a second not sure of how to respond

"Look if you are all hanging with Parker here then you must be the nicest people ever, I mean not everyone is willing to be seen in public with this geek, and those who do are just losers." Harry said Peter clenched his fists heartbroken, and turned around to walk away Rogue grabbed his hand, and started to walk off with him.

"Yeah run away! Run like your parents, I bet they would be so embarrassed by you, your such a disappointment, if you ask me your Aunt, and Uncle wanted to die so they didn't have to be near you!" Harry called suddenly Peter turned around to face them MJ in particular she was laughing at this, she had been there through everything what changed. What happened. He then thought about his parents, his Uncle, and Aunt. Something in him snapped, and turned around, and ran off

"Peter!" All four of his new friends called off when the heard the other four start laughing as if that was the funniest thing in the world.

"It was just a joke" Harry said laughing they turned around, and Rogue walked right up to Harry, and punched him sending him to the ground with a broken nose

"Owww what the hell!" He yelled wiping tears from his eyes

"It was just a joke sugah" Rogue hissed, and kicked him before turning, and walking off in the direction Peter went picking up the bags he dropped. Harry was left on the ground, leaving Flash, and Liz laughing, MJ had her mouth covered, and her eyes were wide.

Peter was in the food court eating subway, while playing with his new phone looking at a picture of his parents, was Harry right? His thought process was interrupted by several _bangs._ He looked up, and saw two people in all black, and ski masks carrying machine guns his eye widened.

"Listen up this is a robbery nobody leaves understood!" Peter realized he was wearing his costume he had his mask in his coat pocket, he sighed, remembering what Rogue said, he turned on his web shooters, and jumped behind an empty kiosk.

"I'm an idiot why am I doing this, I am not a hero…" Peter monologue to himself, but heard a baby crying, and he remembered himself crying the night his uncle got shot, and he sighed, and ripped of his flannel, and jeans, and grabbed his mask it was still torn slightly, but it was time, he was ready to return, make Harry eat his words, he closed his eyes.

"Please give me strength," He asked his Aunt, and uncle.

They were looking for Peter to no avail Rogue texted him, and they headed off towards the food court when they heard the gunshots, and ran towards them worried they got there, and jumped behind a kiosk to find Peter taking off his pants their eyes widened.

"Okay this is not as bad as it looks, he said putting on his mask

"Wait you aren't like going out there you said you were done" kitty said grabbing his arm Peter looked to Rogue smiling inside the mask

"It's about time I returned, I can't wallow in self pity forever, I am Spider-man, I'm done running from that." He said Rogue blushed, as he stood up and shot a web at the ceiling the two idiots were standing back to back to each other. "too easy" he thought, he carefully aimed, and shot two webs grabbing the guns, and disarming the robbers. He jumped from the roof into the front of them

"Hasn't anyone told you knives are dangerous he said before webbing one of the guys eyes shut, and sent a punch to his face, he dodged a punch from the other sending a kick to his stomach.

"Hey wait your turn!" He sent a punch to him before ducking a chair thrown by the second he webbed the chair, and spun it, hitting both of the robbers knocking them out.

"Well not going to lie, that was easy." Peter laughed to himself webbing the robbers together the room broke into applause, and Peter blushed a deep shape of red thank God for the mask he scanned the room, and found Rogue, Scott, Jean, and Kitty, who smiled at him clapping. Rogue held up a thumbs up, and Scott held up his clothes, and phone Peter nodded, and jumped up to the roof, and went out through the window. He was back, and he was happier than ever before, nothing Harry could say could ruin this moment he was done running he was back, and better than he had ever been.

 **The End**

 **Next Chapter: First Day of School, a shocking problem.**


	3. Chapter 3

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy without further delay here is chapter 1.**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **I also feel I need to clear the air on some things, this is not fully X-men evo, I just took the high school, and location, but for the most part the characters look like they normally do in the original 90's cartoon, I also received something about X-23, I do have plans for her, but not as a love interest more of a best friend/sibling to Peter. I also saw something asking about Harry, just know all will be explained soon enough, and finally I am sorry for the delay on this update I was just busy I am currently making a movie with some friends based on the Fallout game series so my time has been occupied writing the script, as well as making the promotional material.**

 **Chapter 3: First Day of School, a shocking problem.**

Herman Schultz was currently sitting in his cell in prison staring at the roof muttering angrily about how he got arrested again, and subsequently plotting his escape.

"He keeps getting me it's no fair." Herman muttered to himself he looked over to see his cellmate Mac Gargan fast asleep, and snoring...loudly.

"We should never have trusted that emerald elf, so what if he gave me those cool gauntlets they never worked!" Herman continued muttering angrily for the next several minutes about anything, and everything so long as anything, and everything had to do with Spider-man, and the Green Goblin. Minutes soon turned into hours, and soon the sun was shining through the loan window in the cell, and Gargan started to stir awake. Herman growled to himself.

"No sleep again Herm?" Gargan asked, but didn't really care enough to listen to Herman's response.

"It's been two damn months Mac we need to start planning to get back out there, The Shocker, and The Scorpion reeking havoc through the city nobody to stop us!" Herman exclaimed through a tightly clenched jaw.

"Why Spider-man will just throw us back in here, honestly the system is rigged just a never ending circle, always making us look like fools, and the real fool looks like Superman, he even got the same colors." Gargan said rolling his eyes, this wasn't the first time the two have had this conversation in fact it was closer to the hundredth time than the first time.

"Haven't you heard though he's gone missing ever since that fight on the bridge with Goblin, I have heard rumors from the frequent in and out criminals that he's dead, or just thrown in the towel." Herman exclaimed hopeful that Gargan would listen to him.

"Say we do get out, then what we get put under SHIELD"s radar, or worse the Avengers'. I'd rather just finish the rest of my sentence, and then try to put my life back together I haven't seen my son in a long time, I need to be better for him." Gargan sighed looking at the picture he had taped to the wall next to his bed of him, his ex wife, and son"

"We have been over this Alistar has a new life, his mom is a Smythe now if you really think that he will give you so much as a second glance then you are more dellusinal than me, and besides you haven't seen him since he was a baby, he is a college student now he knows all about the dreaded evil Scorpion, how he attacked a high school not once, not twice, but three times to try, and kill some punk in spandex, and a mask, and each time resulting in him getting sent to prison you are nothing but a disappointment Garg…" Herman didn't get to finish as he was met with a punch to the face.

"It's not like you were any closer to killing that bug than I was punk! If my memory serves me correctly he took you down first, I was the last one standing besides Lizard!" Gargan yelled as Herman held his nose, suddenly filled with rage Herman attacked Gargan slamming him against the wall sending fist after fist to Mac's face until guards rushed in, and separated the two.

"THAT'S ENOUGH YOU TWO!" The guard separating the two of them yelled, a few more guards ran into the cell pulling the two away from their brawl. Four guards were dragging Herman away, and threw him into an empty cell, as he was screaming for them to let him go.

"I'm not done with you Gargan you hear me I will rip you apart!" Herman yelled angrily until a slow clap coming from the dark corner of the room was heard Herman looked around, and noticed that this wasn't a cell, it was the interrogation room. He looked to where the sound was coming from, and shouted.

"What the?!" He growled he just heard the bodiless voice start laughing

"Who's there show yourself!" He yelled at the noise, the laughing, and clapping stopped

"Quite the show Herman" The man said without showing his face.

"How do you know my name?" Herman stuttered confused

"That is unimportant now, I only have a small amount of time to give you a message from my _employer_ " The voice said employer in such a way it actually sent chills down Herman's spine.

"Employer? Who?" Herman asked getting more confused by the second.

"You shall not know he only trusts it with his closest companions, you shall call him the big guy, or his more common name…...Kingpin," The voice said very sternly, but still soft, and barely above a whisper

"Never heard of him, what does he want with me? Huh?" Herman glared at the shadows still trying to make out the face of the voice

"Why nothing more than for you to take over a leadership position of a huge gang." Herman can tell there was more to this statement than just what was said.

"That's nice, but I can't do that from in here now can I?" Herman asked rhetorically

"That is why you aren't going to be in here any longer. Look under the table" The voice said softly

Herman walked over to the table used for interrogation, and carefully looked under it, there was a silver briefcase. He grabbed it, and put it on the table he looked over to the shadows again, and carefully opened it, inside it was a black leather jacket with yellow sleeves, and a yellow mask with black eye lenses, he took them out, and saw the best part of his costume. Two silver gauntlets with a button on the thumb, he smirked.

"Y'all are crazy if you are giving this to me in here, I can't promise that i won't kill any coppers" He laughed picking up one of the gauntlets.

"That won't be necessary Herman the big guy owns pretty much all of the cops in this place." The voice laughed

"Still…..no promises." Herman laughed putting on his jacket, and mask

"Whatever floats your boat Herman, I must take my leave, you can meet the gang at that address written on the card in the case." The voice trailed off as Herman heard the door close on the other side of the room. He grabbed the card, and stuffed it in his pocket, and walked over to the one sided glass, and admired his suit he had to admit he missed it.

"No promises…" He aimed his gauntlet at the wall, and pressed the button.

* * *

"Sugah time to wake up the professor said you are goin to school today." Rogue yelled knocking on Peter's door.

Peter groaned, and opened his eyes he was asleep at his desk he had been up all night working on his special project as he called it, it was really just his own version of JARVIS, and improve his web shooters. He glanced over at the alarm clock on his desk, it only said 5:30, he groaned just as Rogue knocked on the door.

"I'm up, I'm up." He called out trying to convince himself as well as Rogue. Unconsciously he started to fall back asleep, and Rogue opened the door, and saw he was asleep again, and smirked evilly she quietly walked over to him.

"SUGAH" she yelled into his ear Peter jumped in fear, and flipped onto the ceiling

"God, DON'T DO THAT ANNA!" He screamed still freaked out. Rogue was laughing so hard Peter wasn't sure she was breathing right now.

"It's not funny you gave me a heart attack!" Peter exclaimed still panicked

"I'm sorry hun, but that was hilarious." Rogue somehow managed to get out in her laughing fit.

"Yeah ha ha so funny" Peter said sarcastically, and Rogue started to get herself under control, and Peter could finally get a good look at her. She was wearing a green sweater, and black jeans, instead of her normal brown leather jacket, and blue jeans, but what surprised Peter more was her hair. Usually at the mansion she just let her curly hair down, and it would be everywhere, but today her hair was in a ponytail with only a few strands of white in her face, he was reminded of MJ back in middle school a memory that was distant at this point despite only being two years ago now he was only a sophomore, and he felt like he had already lived five lifetimes, then again with his lifestyle, any day could be the end of his life so he pretty much had. He kept on thinking, and hadn't noticed that he had been staring.

"Do I have something on my face sugah?" Rogue blushed, and started using her sleeve to wipe her face.

"Huh? What no no you look amazing...But not like ya know, but more like yeah you know right? Right? Am I making sense?" Peter rambled nervously starting to blush himself as he finally got down from the roof. The blush on Rogue's face darkened, and she started laughing again.

"I'm afraid not sugah, but thanks, now get ready you have had a month to prepare for school, don't want to be late on your first day, at a new school right?" she laughed clapping him on a shoulder Peter laughed nervously.

"Yeah you're right let me just shower, and get changed." He laughed grabbing clothes from his dresser, and going into the bathroom not stopping to see what clothes he got. ROgue just laughed, and walked out of his room, bumping into Kitty on the way down to breakfast, and the two just talked about how fun Thanksgiving break had been, and how they were dreading going back, however Kitty was pretty excited. Meanwhile Peter jumped into the shower, and was overcome with creeping thoughts again. He had already been there a month, time sure flies during that time he had made the decision to go back to being Spider-man full time, and despite a little disagreement with Logan, Xavier had decided he would let Peter continue. Peter was just glad he didn't have to say why he did this. He had also become good friends with Scott, Jean, Kitty, and of course Rogue. Scott, and him would trade stories about missions or some of the criminals the two had faced, he explained to Peter what the X-men were, and what they did, and had even told Peter that he would be a great fit if he ever decided that he was tired of going solo. Jean, and him talked about pretty much anything she was really closed off at first, but after explaining her full power she really opened up to Peter. Kitty, and him shared similar interests in books, and science, and all that stuff, he had even started to think of her as a twin sister, he wouldn't actually be surprised if they were related. Of course, Rogue, and him were the closest she was there for him whenever he had his frequent nightmares, or when depression hit him, she knew how to make him laugh, and feel better, and he returned the favor with her, he hadn't felt this close to anyone ever, not even MJ, or Harry, she was easily his best friend impressive for only really knowing each other a month. Then there were the kids he just met Bobby Drake, Kurt Wagner, and Jubilee, as well as meeting Hank McCoy aka the Beast as the kids called him. At first he was taken back by Kurt, and Hank, but they had also gotten pretty close, he could talk science to Hank whenever, and Hank also was teaching him how to program his own virtual assistant into his suit. Kurt wasn't too bad he, and Peter mainly played games with each other, and the two were also pretty close. Jubilee also liked him, Bobby, however did not, for whatever reason Bobby just was kind of a jerk to Peter, but that didn't bother him he had dealt with jerks before, but for the first time he felt accepted, and a little happy. He thought about Aunt May, and Uncle Ben again, and he felt tears come to his eyes. Would they be happy for him, or even proud of him, and what he was doing. He was the reason they were dead, their only crime was loving him, some days he just wished he could go back into living in that abandoned warehouse outside of Queens, but he couldn't. He sighed, and stepped out of the shower, and grabbed a towel walking over to the mirror he wiped the fog that had built up on it away, and stared into his reflection he put his hand over his chest where a scar that hadn't healed from his fight with the Green Goblin was he looked down, why did he do this he didn't make a difference, he had previously worked as a freelance photographer for the Daily Bugle, and so he knew firsthand what people thought of him, they thought he was a menace, not a hero.

"If only they knew the sacrifices I have given the pain I'm in….the sadness" He said softly rubbing the scar he sighed, and put his clothes on his outfit comprised of a Star Wars shirt, a black hoodie, and black jeans. He laughed

"Today is my first impression at this new school, and I look like an emo hipster" He laughed to himself fixing his hair, and after brushing his teeth he walked out of the bathroom, and downstairs to the dining room.

"Hey guys" He said taking his normal spot in between Rogue, and Kitty. He grabbed a plate, and put some pancakes, and bacon on it, and poured himself a glass of juice.

"Hey" They all pretty much said in unison it was clear that he had interrupted a conversation, probably about himself the way everyone was looking at him softly.

"What were you all talking about? he looked around the table confused"

"Uhh nothing"

"Nothing at all"

"Sports"

"The school dance" They all said in unison giving glares at each other

"Ummmm okay then…." Peter said even more confused, and went back to eating his food after a few moments of silence Logan walked in, and threw a bag at Peter.

"Everyone get in the car now the sooner I get you there the sooner I can come back, and have a smoke" He growled, and everyone quickly nodded, and grabbed their stuff. Peter threw on his Uncle's jacket, and ran upstairs to grab his watch, and ran back down into the garage. Their were several cars, some nice, some not he looked for the one Logan was in, and spotted a really large black truck he walked over, and started to get in the front.

"What are you doing bub." Logan growled as Peter got in

"Ummmmm getting in the car" Peter said confused as it was pretty obvious what he was doing

"Not up here all you kids go in the back" Peter looked behind him, and saw everyone else in the back on what looked like benches that had been installed on either side.

"Oh…...Uh sorry" He said looking at Logan worried, he got out of the front seat, and walked around to the back, and opened the doors, and climbed in, and sat by Rogue who looked about ready to fall asleep at any moment. The car started moving, and Peter himself felt the urge to go back to sleep, Kitty told him that the school is about 20 minutes away so he could get a small nap he laid his head back, and started to close his eyes, but the second he closed them he heard the all too familiar laugh that had haunted his dreams, he saw the horrifying green face, and yellow eyes of the Green Goblin, and could hear him taunting him over, and over.

"Poor Petey no more family, no more dignity, no more will to live…" Peter stirred in his sleep, and snapped awake letting out a huge gasp that successfully woke up everyone else.

"Pete are you okay?" Kitty asked worried grabbing his hand as she noticed he was sweating, and breathing heavily.

"Y-yeah just hit a bump, and it woke me up up" He laughed nervously nobody bought it, but they were smart enough to know he wasn't going to tell them the truth Rogue just looked at him warmly, and wrapped her arm around him. Kitty tightened her grip on his hand reassuringly, and Scott, and Jean gave him soft stares. A few moments later the car turned into the high school parking lot, and came to a stop.

"You know the drill GET OUT" Logan growled causing them all to scurry out of the van, and walk inside the school. Peter looked at the school it was a lot bigger than Midtown he gulped nervously, and walked.

"Right I have a free period so I can show you around Pete" Jean said turning around catching Peter off guard

"Oh thanks, yeah I guess I should know where my classes actually are" Peter laughed causing the rest of the group to chuckle and go their separate ways to their respective classes.

"Here follow me" Jean said nodding her head Peter said okay, and followed her through the halls until they stopped at a locker Jean took off her bag, and entered the combination, and put her bag, and coat in, taking out a couple of books.

"I did not do any of my Math homework all break, and I know we have a quiz today" Jean laughed pulling out a pencil pouch, and a calculator.

"That's always good" Peter laughed it off, before falling quite again he was still thinking about the nightmare he had, had on the bus. Jean noticed this, and opened her mouth to talk to him about it, but then shook her head.

"Indeed it is not, Pete do yourself a favor, and pray you don't have Mrs. Adams, she is just the worst" Jean said Peter laughed, but he looked at her, and could tell she wasn't joking.

"I'm sure she isn't that bad Jean." Peter laughed again, but again his heart wasn't in it

"Oh you're sure" She sent him a smirk, and pointed to her head.

"You read your teacher's mind, isn't that like immoral," Peter raised an eyebrow, as the two started walking

"It wasn't on purpose, but yes I did….it was weird." Jean giggled, and her eyes widened as she remembered the memory.

"Can I ask what you saw" Peter questioned laughing suddenly feeling better

"I could tell you, but wouldn't that be immoral Pete." She winked at him, and nudged his shoulder, Peter rolled his eyes, and laughed.

"Come on Jean just tell me." Peter pretended to beg

"Just as soon as you tell me what is wrong you know just as well as I do that no bump woke you up." Jean said suddenly very serious

"Wh-what do you...What are you talking about?" Peter stuttered nervously as the two came to a stop outside the office

"Peter I can feel it every night, you waking up in tears, and how you can't go back to sleep so you busy yourself in your work it's not healthy you have to talk to someone, get some help." Jean said softly

"I can't nobody would understand they will just think I'm a freak" Peter said softly

"Pete we are all freaks it's not a sin to confide in someone" Jean rubbed his arm Peter looked away.

"I can't though I can't" Peter said distantly

"Okay I'm always willing to listen though if you need someone to talk to" She said as the first bell rang causing all the students in the hall to start running off to their classes.

"Thanks Jean" Peter smiled, and started opening the door to the office

"I need to go to class don't worry I can still communicate with you if you need anything" Jean said with a wink as she pointed to her head again.

"Thanks" Peter smirked, Jean turned around to walk away

"Wait Pete one last thing" She said turning around

"Yes Jean?" Peter turned to look at her

"Rogue cares about you a lot, and she means a lot to you as well, so please don't lie to her, she deserves to know what is going on in your head she is really worried about you, and despite what you think we all care about you, don't forget about that." Peter just nodded and walked into the office as he was replaying what Jean had just said in his head he watched as she walked away, and once he felt that it was getting creepy he turned around, and walked towards the desk, and saw an elderly woman there drinking coffee, and typing something.

"Excuse me?" Peter asked softly, and the woman just kept typing away

"Excuse me?" Peter said a little louder, and still the woman kept typing away only stopping to take a sip from her coffee.

"Good morning Angel" A girl around Peter's age said walking in, and sitting next to her

"Good morning Carlie" Angel said causing Peter to roll his eyes, he looked at the girl named Carlie she was wearing a white shirt and a jean jacket she had brown hair in a ponytail, and had glasses she was cute, and she looked at Peter.

"Oh hi didn't see you there are you new?" Carlie asked with a smile

"Yeah I just need to get my schedule, and locker….and books" Peter said jokingly but then cringed at himself this is why he didn't have any friends at Midtown, but to his surprise Carlie laughed.

"Of course what's your name?" She asked typing on her own computer

"Parker...Urm Peter, Peter Parker." Peter once again said nervously he was never good at talking to people.

"I take it you like your drink shaken not stirred?" Carlie laughed at her own joke

"Ummm I'm not old enough to drink." Peter said looking at Angel with eyes widened he was scared she was going to give her a suspension right there.

"Oh come on James Bond? Really I thought everyone knew his catchphrase." Carlie laughed again Peter suddenly understanding laughed

"Oh I'm an idiot that was funny" He laughed now still a little awkwardly Carlie just smiled at him, and grabbed a piece of paper from the printer.

"Follow me Peter" She said getting up from her chair, and walking out the door.

"Ummm goodbye Angel" Peter said awkwardly walking out the door as well.

"Huh….thought I heard something" Angel said looking at where Peter had been

"So Mr. Parker where did you come from?" Carlie asked looking at the paper not looking up when Peter caught up with her.

"Just from Queens Midtown" Peter said adjusting his bag.

"Ohhhh a tiger huh? Might not want to let the football team know that they aren't fans of that school, rivals ya know" Carlie rambled laughing at her own joke

"Uhh I guess" Peter laughed as well the two walked through the halls until they came to a stop at a set of lockers by the stairs.

"Here is yours how about that right next to my friend" Carlie laughed, and gave Peter the sheet to enter in the combination, and as it opened a bunch of stuff fell out of it.

"Oh yeahhhhh forgot the PE teacher stores a bunch of stuff in herewell just empty it out he'll understand." Carlie said taking out a bunch of sports stuff. Peter laughed, and put his bag inside of it taking out a notebook, and a pencil pouch.

"It's better than at my old school usually I would be the one stored in a locker." Peter laughed, but grimaced remembering all the times Flash stuffed him in a locker.

"Oh no! Is that why you moved here?" Carlie ask trying not to laugh at what Peter had just told her.

"No actually my…..parents just got moved here for their job so never really stay in one place at one time" Peter said trying to make a convincing lie.

"Nice cover Pete" He heard Jean's voice in his head, he still wasn't used to that he just rolled his eyes internally at her

"Oh well I'm sorry that sounds exhausting, well anyway let's take a look at your schedule." Carlie said trying to change the subject. She took the paper from Peter, and looked at it.

"Let's see 1st period is English….fun, 2nd is band, hey we have that together, 3rd is PE good luck that's when most of the jocks have it, 4th is a free period 5th is Math, 6th is lunch, 7th is science, 8th is history, and 9th is another science, I take it you like science." She laughed, and Peter blushed a little also laughing.

"Come on I'll show you where the classes are.." and with that Carlie walked off again leaving Peter to follow.

* * *

Herman had reached the address from the card it was in a weird garage in the bronx, and was surprised to find that it wasn't just a gang that robbed banks, like he was used to, in fact it was a front for illegal guns, what did he get himself involved with. He met with everyone to get a grasp for everyone, and made sure that they knew he was in charge.

"So what are we doing first boss?" One guy asked

"Well first things first do whatever your original mission was, as for me….I'm going spider hunting he is the only one who can stop us." Herman said picking up his gauntlets

"But….yes sir" The same guy said

"Nobody has seen him in months!" one guy piped up

"Didn't you hear he showed up at a mall not too long ago."

"And what about the devil?" Another guy asked

"I'm not Catholic sorry don't believe in him" Herman said shrugging the other guy off putting on his jacket.

"No the devil of Hell's kitchen he has been a thorn in our side for awhile now" The guy responded

"Well….you got all these nice toys if he shows up….USE THEM YOU MORON" Herman rolled his eyes

"One last thing how are you going to find the Spider nobody has seen him in months?" Yet another guy asked. Herman stopped and thought about it.

"Where's the nearest bank…"

* * *

The bell had just rung signaling the start of lunch for Peter he looked at the map that was on the back of an agenda book that he was given he started walking to where the cafeteria was, he accidentally bumped into a few kids who weren't looking at where they were walking. By the time he had made his way to the cafeteria the bell had already rung, and most of the tables had been filled. He looked around for an open seat, but couldn't find one he started to walk around the cafeteria looking for a place to sit trying to ignore the weird glances he would get. It was just like at Midtown that is why he sat in the band room by himself, in fact he would've done that, but there was an actual band class going on at the moment. He sighed to himself, and just kept walking until his spider sense went off, the world seemed to slow down as usual he looked around, and couldn't find anything that was any trouble to him. He shrugged it off, and kept walking around. After about a minute of awkwardly walking around he felt someone poke him on the shoulder he turned around to find Kitty who looked as if she was trying not to laugh at Peter acting like a lost puppy.

"You want to come sit with me Pete?" She giggled, Peter just nodded awkwardly looking around, and noticing one guy sending him death glares, he didn't know who it was, but he recognized the name that was on the back of him varsity jacket "Alvarez" Kitty's ex boyfriend that he had heard so much about, he wasn't well liked at the mansion, and he had heard a bunch of stories, and could tell this guy was not nice. He gulped.

"Yeah that would be nice Kitty could you umm show me where you sit?" Peter said slowly taking his eyes off of Lance. Kitty looked to where he was staring, and rolled her eyes.

"Come on Pete" She grabbed his arm, and dragged him away to a table that was secluded in a corner of the cafeteria. Scott, and Jean were there, as well as Bobby, Rogue, and Kurt who looked like a human, and he took a second to realize it was Kurt, until he remembered his conversation with Hank about "Holowatches" as he called them, and then surprisingly Carlie was there as well.

"I found our lost puppy guys!" Kitty laughed as she took a seat by Carlie, and Rogue. Peter laughed, and slowly sat beside Kurt, and Scott,

"So how is your first day going so far Pete" Scott asked taking a bite out of his sandwich

"Pretty good actually haven't gotten stuffed into a locker yet so, so far better than my old school." Peter said jokingly, but nobody laughed he just kind of sat there awkwardly, and started eating in silence he looked up every now, and then to notice Rogue, Jean, Kitty, and Scott giving him worried looks he just rolled his eyes, he was about to say something when he overheard someone's conversation, and he was very interested to what he heard.

"Dude did you hear what happened at Rikers earlier today earlier today?" One of the kids asked

"No, why, what happened?" The other asked in response

"According to my dad who is in the NYPD the Shocker broke out." The kid exclaimed as if it was the most exciting news of the decade.

"Oh that's shocking, he is just a common thief isn't he, Spidey will get him." The other kid rolled his eyes

"No man this was different he killed over ten people, cops, and prisoners alike!" The kid continued his story

"No way!" The other kid was now listening to the story with eyes widened

"Yes way, and he just disappeared nobody knows where he went."

"Oh my God that's scary, you don't think he had anyone on the inside, do you?"

"My dad is saying that since nobody has seen him in awhile that Spidey was helping"

"No way Spidey isn't a killer"

"Neither was Shocker…"

Peter had heard enough he angrily got up out of his seat slamming his fist on the table startling everyone who were all just having a conversation amongst themselves.

"Pete what's wrong sugah?" Rogue asked talking to him for the first time the whole period.

"...Cramps." Peter said picking up his stuff

"Cramps?" Jean asked suspiciously looking at him

"Peter?" Kurt, and Carlie asked in unison causing them to look at each other, and blush

"Bathroom, you know number two….got to go!" Peter exclaimed storming off confusing everyone. Rogue quickly got up, and followed him. Peter made his way through the halls only coming to a stop when he reached his locker he quickly put in his combination, and opened it he started ruffling through his bag.

"Sugah!" He heard Rogue yell, but didn't pay her any attention, and kept looking through his bag, Rogue ran up to him.

"What's up with you Peter?" She asked slightly out of breath from chasing him through the halls

"I just, don't feel good" Peter quickly lied still not looking at her, however he stopped searching through his bag.

"Ya must think I am really freaking dumb if ya think I believe ya" Rogue said sternly glaring daggers at Peter, who looked at her finally, and saw that she was mad, and he had heard stories, you do not make Rogue mad.

"Look Anna, I'm sorry, it's just I have to go." Peter exclaimed trying to calm her down

"WHY?!" She said a little too loudly, luckily she caught herself from punching him right then, and their.

"Look Pete what's wrong everyone has noticed that you have been in a bit of a mood, and I'm starting to get worried" Rogue said softly placing a gloved hand on Peter's cheek causing Peter to flinch a little at the contact.

"Anna.." Peter started before Rogue interrupted him

"No more excuses Peter what is wrong with you,"

"Shocker escaped prison…" Peter stared into Rogue, and she could tell something else was off

"I thought he was just a joke of a criminal to you, what's making you so upset there's more to the story isn't there sugah." Rogue continued looking worriedly at Peter using her thumb to rub his cheek

"This time….is different" Peter said starting to choke up, and turned to his locker, and grabbed what he had been looking for his web shooters, and mask.

"How is it different?" Rogue grabbed his hands, and made him look at her, and could see tears in his eyes.

"People are dead! Okay there! Happy ten or more people are dead, and I couldn't have done anything, they are thinking I helped him, I am taking this guy down." Peter's eyes started watering, and a tear fell down his cheek, he sighed, and started walking off towards the door taking off his clothes revealing his Spider-man suit, Rogue followed him.

"Wait Pete!" Rogue caught up to him as he walked outside he turned around pulling on his mask, she cautiously wrapped her arms around him, and pulled him into a hug she kissed his cheek.

"Be safe, I don't want you to become another victim of Shocker, you mean so much to me, now go show the world that Spidey is back for good." Rogue said releasing their embrace Peter smiled from under his mask.

"I will don't worry I will be back before you know it." Peter smiled again, and ran off, looking for a building high enough to start swinging, and with that he took off.

Peter swung for a solid five minutes before his arms got tired, and he landed on a roof. He pulled out the police radio he had "borrowed" from his friend's dad who was the police captain at the time.

"Come on Hermy where are you?" Peter muttered to himself flipping through the channels until he found what he was looking for.

"All units Herman Schultz aka the Shocker is currently holding up Spring Bank in the Bronx, I repeat this is a hostage situation all units please respond." The female voice came from the speaker Peter's face darkened

"This is too far Herm...I need to take you down now." Peter told himself putting away the radio he looked down, and saw a bus that was heading to Bronx.

"What are the odds?" He thought to himself jumping down onto the bus, and sat on top of it, the ride was about 35 minutes long, and Peter just kept thinking about the situation at hand the entire time, after about 20 minutes he got a call from Logan, he knew he was going to be in a lot of trouble, but he knew that the police weren't going to be any match for the Shocker, as the bus came to a stop at a bus stop in the Bronx he took off swinging again until a bunch of police cars came into sight, and he figured he was in the right place he landed on the roof of a nearby building, and carefully looked inside the bank. He could see Shocker, but he was just sitting in a chair watching the door, by the look of him Peter could see he had gotten an upgrade which was not good for everyone inside he could see that he only had one hostage. He sighed again, and looked for any entry from the roof, and saw a vent.

"I hate vents…" Peter exclaimed again to himself before carefully swinging over to the bank roof he started thinking of a plan to get shocker before he accidentally got people killed, as he found an opening in the vents, and was able to see Shocker, unfortunately he couldn't hear anything, however he took a breath, and quietly opened the vent, and got down attaching himself to the roof. He could see the face of the hostage, and gasped he recognized who Shocker was keeping hostage, Alistair Smythe. His eyes widened as Shocker began talking.

"I have been waiting for you to show yourself." Shocker creepily spoke quickly turning around, and pressing both buttons on his gauntlets before Peter's spidey sense went off causing him to fall from the roof he was in agony, and let out a scream of pure agony as he fell from the roof.

"Do you like the upgrade? These babies are so strong they can rip organs apart like paper in a paper shredder, the Big guy got some fancy scientist to upgrade all my gear, and now you are dead" Shocker yelled sending another blast at Peter as he was trying to get up, and was sent flying across the room he crashed right into an wall causing it to start to crack. Shocker started laughing, and looked at Alistair whose eyes widened, and started to try, and get up, but was met with a hard kick from Shocker. He aimed at Peter again, and fired another sonic blast, luckily Peter's spidey sense went off, and he was able to dodge. The blast hit the wall causing it to crack even more.

"You got lucky it won't happen again you are dead!" Shocker yelled firing two more blasts both hitting the wall. Peter shot a web at one of his gauntlets to try, and jam it. However, Shocker just laughed, and pressed the button on the thumb, and the web melted.

"You can't get me with that trick anymore," He shot another blast yet again hitting the wall.

"HERMAN STOP IT YOU ARE GOING TO TAKE DOWN THE BUILDING!" Peter yelled rushing him throwing a punch at Shocker who dodged it, and sent one at Peter who dodged it as well.

"As long as it kills you I'm okay with that!" He yelled successfully punching Peter in the gut causing him to cough.

"What has gotten into you Herman you have never killed before what changed?!" Peter said kicking Shocker in the ribs, Shocker sent a blast at Peter from point blank who went crashing into the wall.

"Because I learned that if we keep doing this same routine…" Shocker said walking over to Peter.

"I rob a bank you come to stop me…" Shocker kicked Peter who groaned in pain.

"I go to jail, not getting a single buck that I attempted to steal…" He continued kicking Peter again who coughed out

"And REPEAT! The big guy showed me that the only real way to get what I want…" Shocker now sent several kicks into Peter's ribs who was coughing in agony

"IS TO TAKE IT AND I WANT YOU DEAD!" He backed up again, and prepared to blast Peter, as he was about to blast him before Peter got to his senses, and sent a web at his face blinding him, Peter jumped to his feet, and threw several punches, and kicks all that hit him causing him to groan in pain.

"WHY YOU LITTLE" Shocker screamed sending another blast which Peter dodged, however the blast hit Alistair square, and sent him flying into the wall, which decided to give out crumpling right on top of him.

"Alistair NO!" Peter yelled rushing over to him trying to get the rubble off of him, Shocker looked outside, and saw police officer rushing towards the building he smirked from under his mask, and while Peter was distracted sent the strongest blast he could shattering the windows, and sending the cops crashing.

"Bye bye Spidey we aren't finished," He ran outside as a black truck pulled by he hopped onto the back of the truck.

"Herman no get back here!" Peter yelled running after him, but the second he stepped foot outside was met with another blast.

"DAMNIT!" Peter screamed getting up he ran back inside the bank, and ran over to Alistair moving all the rubble off of him, and picking him up carrying him outside.

"Alistair can you hear me? Say something you are okay please please be okay!" Peter yelled shaking him trying to wake him up, luckily his eyes started opening.

"Spider-man?" Alistair coughed

"Oh thank God" Peter mumbled

"I can't….I can't….feel my legs….WHAT DID YOU DO TO ME?! I CAN'T FEEL MY LEGS HELP" Alistair started yelling causing a few cops to run over.

"Get away from him!" One yelled pushing Peter out of the way

"WHAT DID YOU DO TO ME?!" Alistair continued yelling

"Spidey what happened?" One cop yelled at Peter, who just shook his head in disbelief.

"ANSWER ME!" The cop yelled pulling his gun on Peter, who shot a web, and took the gun out of his hand, and shot a web at a building, and started to swing as cops were yelling at him, and Alistair's cries could be heard from below. He swung for two minutes before landing on a roof, and taking off his mask, and let out a heartbroken scream he didn't know he had stored inside him.

"WHAT HAVE I DONE?!" Peter yelled at himself falling to his knees, and started crying, he sat there crying for what felt like an eternity it felt like, by the time he got back to his senses it was dark. His phone started ringing he looked to see it slightly shattered from his fight, and saw it was Kitty. He sighed, and answered it.

"H-He-Hello?" Peter stuttered out very shaky.

"Peter where are you? I'm putting you on Speaker we have all been worried sick about you." Kitty answered her voice was just as shaky as Peter's.

"Sugah!" Was the first thing he heard followed by Jean, and Scott's voices calling out his name.

"I-It's my f-fa-fault, he got away, I'm an idiot!" Peter scolded himself starting to cry a little again.

"Calm down Pete take deep breaths what happened?" Scott asked trying to calm him down Peter shook his head.

"I'm sorry…" with that he hung up, and stood back up, and put his mask back on he was going to bring Shocker to justice.

"I will get you Herman….if it's the last thing I do." Peter said to himself.

"You might want some help kid." A voice startled Peter from behind he turned around to see a man wearing red, and black spandex, and armor. It had a "DD" on the middle of his chest, he was also wearing a helmet which was red, and had red lenses with two horns on the top of it.

"Who are you?" Peter asked still shaky

"I'm the Devil of Hell's kitchen, call me Daredevil." The man responded

* * *

"WHAT THE HELL PETER!" Kitty yelled at her phone turning it off, and angrily putting it on the table

"What is he up to?" Scott asked, but was just met with shrugs. Rogue wiped tears from her eyes.

"Let's see if the news is any help?" Jean suggested turning on the tv, and flipping to the local news station the headline they saw was the most surprising thing, and heartbreaking thing they had saw.

" _Spider-man helps Shocker kill 20, Smythe son paralyzed in robbery gone wrong."_

"Oh no...Sugah what happened?"

 **To be continued….**

 **Chapter 4: The Spider, and The Devil. Who is the Big Guy?**

 **Wow first of all I am so sorry for how long this update took XD please forgive me, but as always let me know how this chapter was, personally I felt it was my worst, especially the fight part against Shocker it was really rushed I know, but hopefully part 2 is better, I am excited to do stuff with Daredevil for sure, BTW The daredevil costume looks like the one from the Netflix show.**


	4. Chapter 4

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **This chapter is part 2 of the last chapter, again I am sorry about how rushed the ending of the last chapter was, but hopefully this part makes up for it.**

 **Chapter 4: The Spider, and the Devil. Who's the Big Guy?**

 **Empire State University Hospital**

"We need to get in to surgery quickly I don't know how much longer he has." A doctor yelled running through a door pulling a stretcher behind him, along with a few other doctors. They quickly ran through the halls until they made their way into an emergency surgery room. They quickly got Alistar onto the bed, and started attaching him to various machines, and putting an oxygen mask on him.

"Where is my son!" an elderly man yelled running through the main hospital doors running toward the nurse's station.

"Name?" The nurse asked typing into her computer.

"Smythe!" The man barely choked out, worry evident in his voice, and he was on the brink of a panic attack. The nurse typed on the keyboard.

"He was just brought in for emergency surgery." The nurse said softly.

"What's wrong with him?!" The man nearly screamed.

"They don't know yet, I'm sorry….Mr. Smythe?" The nurse said trying to reassure him, even though she didn't know what to refer to a millionaire as.

"What happened, he was just running an errand for me?!" Spencer once again screamed still on the verge of a panic attack.

"There was….a fight between Spider-man, and th…" The nurse tried to exclaim before being cut by Spencer.

"SPIDER-MAN DID THIS TO MY SON!" Spencer was now fully screaming

"Sir please calm down…" The nurse said walking around the counter, and resting a hand on Spencer's shoulder.

"NO! I WILL NOT CALM DOWN SPIDER-MAN TRIED TO KILL MY SON!" Spencer turned, and screamed in the nurses face, which caused her to cower a bit.

"Sir, please try to remember this is a hospital, and your screaming could disturb some of the other patients." The nurse tried to reason with Spencer who at this point went from being on the verge of a panic attack , to having a vein in his neck about to explode in anger.

"I…..I'm sorry, I'm just upset." Spencer calmed down, and had a much softer, and more apologetic tone in his voice. He turned to face the nurse.

"Listen can you tell the doctors that I am willing to pay as much as needed for any treatment, I just….I just want him to be okay…" Spencer's voice started cracking. The nurse again put her hand on his shoulder.

"Of course, and don't worry it's okay to be worried, or sad, or mad, heck even scared, feel free to take a seat anywhere, you can stay as long as need be, I will go inform them." The nurse flashed a smile as she turned around, and walked towards the surgery room. Spencer exhaled deeply, and looked around awkwardly to see that he was completely alone. He slowly walked to a chair which proved to be quite difficult as he had a horrible case of jelly legs at the moment. Once he reached the piece of furniture he slowly sat down, and pulled out a handkerchief, and wiped a bit of sweat that was dripping from her forehead, and then pulled out his phone, and started texting his wife. Before several people clad in suits walked in, after about 7 or 8 suited people were inside the waiting room one more person walked in except he was a little different. He was clad in an all white suit with black trimming, and a black tie, he had cufflinks on his shirt that had the letters "WF,' he had a cleanly shaved head, he seemed to have a permanent scowl on his face, but that wasn't what was alarming about him. He was BIG, and not round, he was easily 6 feet tall probably more, he was also very muscular, he also carried himself as if he was a king or a president, he just had an aura that made him feel important. He walked over to Spencer.

"Mr. Smythe." He offered his hand to shake. Spencer hesitantly reached his hand forward, and took his hand.

"My….pleasure" Smythe said really confused.

"I must apologize I know this is hardly an appropriate time, but what I have to say to you has the utmost importance." The man said in a sophisticated tone.

"I'm sorry, but I don't even know who you are. You need to leave." Spencer spoke shakily trying, and failing miserably to intimidate him.

"Of course where are my manners I am sorry my name is Wilson _Fisk,_ " He said in the same sophisticated tone, putting on extra emphasis on his last name.

"Fisk? I've heard that name before." Spencer started to think hard.

"My father was a very…...prominent figure." Wilson says slowly as if trying to find the right words.

"Was your father Bill Fisk by any chance?" Spencer asked racking his memory to remember the name Fisk.

"Unfortunately….but yes he was." Wilson says getting slightly angry at the mention of his father.

"I remember he ran for council years ago, I voted for him as a matter of fact…" Spencer finally remembered.

"That's very nice, but if it's all the same with you what I have to say is very important." Wilson interrupted Spencer.

"Okay…." Spencer slid over so that Wilson could sit down, but he shook his head.

"I'm much more comfortable standing, thank you though." Wilson stated sincerely. Spencer nodded, and motioned for Wilson to continue speaking.

"Thank you." Wilson nodded, and started shuffling his hands more specifically rubbing his cufflink.

"Okay so… It's just that." Wilson stumbelled trying to figure out the right words.

"My father was a very…..intense person." Wilson started Spencer kept his eyes on him listening intently.

"What I mean to say is that my father was a complete asshole, who beat my mother, and me the second didn't go right for him…" Wilson paused to let this information sink in with Spencer before continuing.

"My father cared very much for himself, and only himself, though he liked to put on an act about caring about us. If it were me in the position of your son he would not be where you are right now, he would probably just be at the bar watching the game. So your son is lucky to have you as a father." Wilson put his hand on Spencer's shoulder.

"Umm well thank you, and I'm sorry to hear…"

"Don't worry about it that isn't the point of my story. However, as many bad things as my father was he did teach me an important life lesson, and that was to take things into my own hand."

"What do you mean?"

"After he lost the election I was picked on, that combined with my….certain shape left me as a big target for a bully, well this one particular day I came home, with several bruises, and he was in a bad mood, so when he saw this he picked up his louisville slugger, and took me by the arm, and dragged me outside. He dragged me to the bully's home. When he opened the door my father grabbed him, and threw him outside onto the cement. He handed me the bat, and told me to hit him, to take my revenge, and I did, I took out all my anger, I had to he was yelling at my mother as he had done so often, and I was forced to stare at the wall, and listen to her beg. I took the bat, and smashed it over his head, I protected my mother." Wilson's voice was shaky as he told this story.

"Oh my...why are you telling me this?"

"In lamest terms, do you want to get rid of the man who did this to your son. You know he is somehow in good graces with the police so they won't do anything. I waited for years for my father to receive what he what he deserved, but it never did. So Spencer my question for you is will you take matters into your own hand?"

"I...I can't I'm no match for him look at me."

"Don't use your fists then use that genius intellect of yours, I will provide you with whatever you need."

"What's in it for you?" Wilson smirked.

"Why nobody will be left to stand in my way of achieving my goal of cleansing the filth of the world."

Spencer thought about it before standing up, and offered his hand. Wilson smirked, and took it.

"The Spider-man WILL pay for putting my son in here."

* * *

Scott, Kitty, Jean, and Rogue were all watching the news with their eyes wide. It showed pictures of the destruction as well as security footage from the prison.

"Oh my god Peter…." Scott spoke finally finding the ability to say something.

"Do you think that is why he hung up? Like is it true do you think?" Kitty stuttered looking around at the others.

"There is no way Peter said that Shocker was his first real big criminal, why would he team up with him, plus this is Peter we are talking about the dude would give up his life to save a goldfish why would he turn his back to morals." Jean retorted though she herself sounded like she was trying to convince herself that what she was seeing wasn't true.

"Anna what do you think?" Scott asked looking over at Rogue who was sitting motionless as if she was frozen.

"Anna?" Scott tapped her shoulder waking her up from her trance.

"Hmm what no of course not this is Peter with the moral code, and the goldfish and all that stuff." Rogue stuttered, her mind was racing she was scared, she was worried, but mostly confused.

"I don't know he seemed like trouble." A new voice said suddenly startled them. They all turned to see a short kid wearing jeans, and a tank top he had a blonde buzz cut.

"What is your deal Drake?" Scott asked annoyed at his sudden appearance. Bobby had always been a loose cannon, with attitude problems.

"Bobby like what is your deal? Peter hasn't done anything to you, and yet you act like a jerk." kitty stood up, and got into his face she had considered Peter a close friend, and a brother to her at this point. He was the first person she told the full story about what transpired with Lance to, he was the nicest person she had met, and now her mind was a hundred percent positive he could not of teamed up with Shocker."

"My deal?! What about your deals?! Some new kid comes here, and all four of you are all buddy buddy with him, what do you actually know about him huh? Remember the Mystique incident this could be just like that, and yet you are not the little bit suspicious about him, and here is evidence that he can't be trusted, and you all refuse to believe it, because he seems nice. Have you ever wondered why he does what he does. I can guarantee you it is either, because he is a glory hog, or he was trying to get in good graces with the police so that when something like this does happen nobody believes it." Bobby snapped at all of them. Rogue was now livid she opened her mouth to speak, but to everyone's surprise Logan walked into the room.

"That's a nice conspiracy you have there Drake, but you couldn't be more wrong." Logan growled.

"How so do you know something that we don't?" Bobby retorted.

"A lot actually, but yes I do." Logan responded

"Well?..." Bobby asked waiting for Logan to reveal what he knew about Peter.

"Not for me to tell kid, just know that Parker has a reason for being Spider-man, and that he would never do anything that would hurt anyone." Logan said softer than anyone had ever heard him speak. Before anyone asked he walked out of the room what he meant. Everyone returned focus on Bobby who was still looking at the place where Logan was standing seconds ago.

"Hey Jeanie can you possibly locate Peter?" Scott asked turning to Jean

"I mean I still don't really understand how to use my powers fully, but I can try." Jean said, Bobby turned around.

"Wait why? You aren't planning on following him are you?!" Bobby asked slightly annoyed.

"That's the plan" Scott smugly retorted as Jean closed her eyes, and started to focus.

"Are you kidding me? Half the city is looking for him, and Charles wants us to stay hidden, that is the dumbest idea you have ever had Summers." Bobby snapped breaking Jean's focus

"I mean what has this guy done for us? Has he saved any mutants like we do? No. Has he done a danger room exercise with us? No! Again for all we no the guy is a murderer, and yet you won't bat an eyelash…"

"Okay that's it!" Rogue snapped standing up interrupting Bobby's rant, and storming over to Bobby who quivered a little.

"Listen up you little punk, our friend is in need of help, and we are going to give it to him, I don't care how you feel about him, because I think I speak for everyone when I say that none of us actually like you, but if you were in his position we would do the exact same thing. You are without a doubt the biggest piece of shit that I have ever met you think, because you are an X-man now that you are suddenly hot stuff. Now I am not sure why Peter does what he does he hasn't told me the exact story, but at least he is willing to go out of his way to help anyone no matter who they are! You haven't tried talking to him at all, how would you know anything about him?! I was there when Logan picked him up! Literally sleeping in the dirt, but argued that he was okay, because there were people who had it worse. Now we are going to go help him, like he has helped everyone he was physically able to, and if your not onboard that is fine, but don't you dare get in our way or I will take my gloves off slap ya dumb face so hard that there is a handprint on your cheek for a week, and then freeze your feet in place with you own powers. AM I CLEAR!" Rogue finished leaving Bobby terrified, and everyone wide eyed a what they just watched. Rogue cleared her throat, and turned around to face Jean.

"Jean sweetie I'm sorry for distracting you, can you pretty please try to find Peter." Rogue asked sweetly as if nothing had just happened

"Umm yeah on it!" Jean quickly closed her eyes, and started to focus.

* * *

"Call me Daredevil."

"Wait...Matt is that you?" Peter asked turning to face the man in the red suit that stood opposite to him.

"Oh so you remember me." Daredevil smirked.

"Yeah of course you helped me out with the Sandman, but umm what's with the new suit? And name?" Peter replied walking closer to Matt.

"I figured that this would be better in the long run than a black under armour shirt, and a scarf. And the name was just kind of given to me." Matt laughed taking off his horned helmet to reveal his face. Peter just smiled.

"It's nice to see you Matt, but what are you here for?" Peter asked

"Well I assume that you are going to go after Shocker am I right?" Matt stated as he already knew what Peter was up to.

"Well yeah I have to." Peter said

"Then you will need some help actually finding him, and you just got your butt whooped so who will need some backup." Matt replied as if it was obvious which in fairness it was.

"Wait Matt no I can't ask that of you this is my mess I have to clean it up myself." Peter begged, as Matt shook his head.

"I wasn't asking for your permission I am telling you that I am happening, now put on that mask, and shut up so that I can find him." Matt said putting his helmet back on, and walked over the ledge of the rooftop, and started listening. Peter sighed, and put his mask back on, and walked over, and stood next to Matt.

"Let me know when you..."

* * *

"Found him!" Jean said jumping out of her seat.

"That's great where is he?!" Kitty asked also getting up on her feet.

"He is on the move he is heading over to Hell's Kitchen now, but there is someone with him, I don't know who though, but I can assure you it isn't with Shocker."

"Oh man that is at least two hours away." Scott said slinking down in his seat.

"Darn we will never make it there." Kitty sat down feeling hopeless.

"Ummmmm guys…" Bobby softly spoke.

"What about Kurt?" He offered.

"Oh my god! You are right!" Rogue jumped out of her seat.

"KURT GET IN HERE!" She yelled up the stairs, and with in a second they heard a puff noise, and Kurt was suddenly in the room.

"You yelled?" He asked in his strong german accent

"We need a favor…" Scott filled him in on what they were going to do.

"I mean I can try, but I don't know if I can teleport with all of you, plus probably Peter once we find him." Kurt stutterd

"Come on just try Kurt he really needs help." Jean piped up.

"Okay I will, but I'm just not sure I will be able to." Kurt replied.

"Thank you Kurt I could just kiss ya!" Rogue ran over to him, and carefully, but still tightly hussing him.

"Please don't Anna." Kurt pleaded

"Don't worry I wasn't, just an expression." Rogue laughed, Kurt nervously laughed as well.

"So umm should we like go get into our suits, or should we do this in pajamas?" Kitty jokingly asked.

"Yeah let's go!" Scott said as they all started walking to the locker room where their suits, and Scott's visor were.

"Hey Rogue…..I am sorry about earlier, and though I may be a bit on guard for awhile, you are right I am being unfair to him, and I need to give Peter a chance, just like Johnny, I'm really sorry though." Bobby apologized, Rogue could tell it was genuinely heartfelt, and she felt bad.

"It's okay Bobby, and I am sorry for yelling at ya, I didn't mean some of the stuff I said you had the right intentions in mind, and I didn't see that." Rogue responded.

"You like him don't you?" Bobby asked causing Rogue to blush a little.

"Uhh yeah, yeah I guess you can say that." She blushed a deeper shade of red.

"It was obvious." Bobby laughed

"Anna…" A way too familiar gravelly voice called from behind.

"You guys go on ahead." She turned to face Logan.

"Yes Logan?" She asked slightly nervous due to what they were about to do.

"A word." He motioned his head for her to follow she gulped, and followed Logan through the halls until they reached Xavier's office, and then they walked in.

"Good evening professor." Rogue greeted Charles.

"Good evening to you too Anna." Charles responded.

"So umm what is this about?" She asked.

"Well it's not about you six going to sneak out if that's what you are wondering." Charles smiled at her. Of course how could she forget he was always aware of what they were up to.

"This is about Peter." Logan piped up from the chair in the corner.

"You need to promise us that you won't tell him what we are going to tell you." Charles continued.

"Well that depends on what ya want to tell me." Rogue replied annoyed that there is something that they want to keep from Peter.

"Well as it turns out Logan was friends with Peter's parents." Charles said looking over at Logan.

"They worked for S.H.I.E.L.D, while I was also an agent." Logan explained

"And why do ya want me to keep that a secret exactly?" Rogue was confused now.

"That's not what we want you to keep a secret stripes." Logan growled.

"Indeed it is not, what we are going to tell you is much bigger than that." Xavier spoke up again.

"Well then what is it? And why me?"

"We chose to tell you this, because you seem to be closest to him, however you can tell this to the others as well, just not Peter understood." Xavier answered.

"Well then what is it?" Rogue asked annoyed.

"The Nazi group known as HYDRA had a highly skilled hitman known only as the Taskmaster, I myself don't even know his real identity." Charles started.

"And he was hired by HYDRA to assassinate Peter's parents." Logan finished

"And I'm guessing he succeeded? I'm confused why don't ya want Peter to know this?" Rogue asked even more confused.

"We have reason to believe he is in New York, we just don't know where, or why." Charles started to explain, but it clicked in Rogue's brain.

"And if he were to find out ya think he will hunt down this Taskmaster?" Rogue tried finishing his story.

"Exactly." Logan nodded his head.

"It's not just that Anna, you see from what Logan remembers Taskmaster had an amazing ability, he is able to replicate any fighting style even if he only studied it for a split second. He is a skilled swordsman, and a pinpoint shot, if Peter were to go after him there is little chance he would survive." Charles finished.

"So in other terms you better go get him now, before he has had time to train with me." Logan growled. Rogue just nodded letting this new information fill in her head before walking out of the room, and down to the locker rooms where everyone was ready.

"Hey Anna what's wrong are we in trouble?" Kitty asked.

"No, well not exactly, but kind of I guess, maybe, I don't know." Rogue stuttered

"Rogue?" Jean asked.

"Have I got something to tell you guys."

* * *

Peter, and Matt had reached a warehouse on the outskirts of Hell's kitchen.

"You sure this is the place?" Peter asked Matt as they stood on the roof across the street.

"Yes I'm sure I can hear him in there." Matt confirmed

"How many are in there?"

"By my 15 all armed." Matt focused trying to get a map of the area.

"That doesn't sound good for us."

"Nope we need to think of a plan of attack."

Peter though hard to come up with something until the most random idea popped into his head, but it would probably work."

"Have you ever played the Batman Arkham games?" Peter asked before mentally slapping himself.

"I have not….How could I Peter?" Matt asked sarcastically asked pointing to his eyes.

"Yeah yeah I know I just forgot." Peter replied

"Anyway there are these levels in the game where you are stuck in a room with several armed guys, and you have to use air vents, windows, corners, gargoyles, or just high places to stealthily take them all out. How spread out are they?" Peter explained, and then asked.

"Not that spread out, in fact they are all gathered around a table."

"Oh so this is is a deal going down, that makes this harder." Peter looked at the warehouse's roof.

"I do actually see a warehouse stay here DD, I am going to do some recon to see what we can work with." Peter got up, and put his mask on.

"Be careful Pete." Matt said as Peter show a web line, and swung across the street. Peter opened up the air vent, and crawled in. He moved as slowly as he could, and he found an opening in the vent, he grabbed it with both hands.

"Spidey strength don't fail me now," He pushed down on it until the screws popped out of the sockets , and the grate stuck to his hands, he breathed a sigh of relief before pulling the grate up into the vent, and carefully poked his head out to try, and come up with his game plan. Almost immediately he saw Shocker, there really was nothing in this warehouse that will help. He silently cursed, and crawled the way out. He went back to where Matt was.

"Well?" Matt asked.

"Best plan is to wait for them all to fall asleep, and call the cops honestly." Peter said pessimistically.

"That bad huh?"

"Yeah there is just no way the two of us alone can take them all."

"Well good thing it ain't just ya two sugah." A familiar southern accent caught Peter by surprise. He stood up fast to come face to face with the X-men.

"What are you guys doing here?" Peter questioned his voice full of concern.

"We were worried about you." Kitty asked

"Soooo Jean read your mind, located you, and then Kurt here teleported us all two at a time, and now we are here to help you take out Shocker." Scott finished Peter looked at him, and was a little caught off guard by the visor.

"I'm the Daredevil by the way, and you are?" Matt piped up making his presence reknown.

"We are the X-men are you blind?" Bobby said pointing to the "X" on his uniform.

"Actually yes." Matt replied with a smirk.

"No way how many fingers am I holding up" Bobby asked holding up two fingers.

"Two." Matt said annoyed at just how often he got this treatment.

"Ha! I knew it you aren't blind."

"Okay as fun as this is to watch we have a baddie with the dumbest name ever to take on." Peter interrupted.

"That is why we are here." Kurt said smiling

"What are we dealing with Jean?" Scott asked.

"At the moment it is us eight versus thirteen super armed thugs, and Shocker." Peter stated

"So as Logan would put it "Easy mode?" Kitty asked giggling

"Yeah sure whatever, let's just go I have an idea." Peter said rolling his eyes from under the suit.

"Well what is it sugah?"

"Sugar?" Matt looked over to Peter who blushed under his mask.

"Okay so there is a vent on the roof, I already took off the grate, and I found the button that opens the garage door. So I can crawl through that shoot a web bullet at it, that opens the door, and then war breaks loose." Peter explained.

"Are you sure that will work?" Jean asks unsure of the plan.

"It is the only plan we have." Matt says

"Guess that's what we are going with." Scott shrugs his shoulder.

"Okay everyone get into position, the signal will be the door opening." And with that Peter swung over to the roof for a second time, and crawled through the vent again, he got to the opening, and carefully lowered himself on a web string. He located the button aimed, and fired…...bullseye. The garage door started opening, causing everyone to grab a gun, and point at the door Shocker stood up, and putt on his gauntlets.

"Crap" Is all Peter thought as he saw, and heard everyone started shooting at the opening door, until they were all out of ammo. There was a wall of smoke, and silence until a red beam, and ice beam, and a baton flew into the room. The red beam hit the wall, but still caught everyone off guard. The ice beam struck one person's gun, and froze it causing him to throw it down, and grab a pistol. The baton struck the closest person square in the head knocking him out. Peter dropped down.

"Hey boys!" Peter said to gather their attention, and then Matt, and Kitty ran in, Kitty phased through one person leaving them confused, and Matt took advantage by punching them hard in the face, and then sweeping their leg out from under them, and gave him one more punch for good measure. 2 down 11 to go. Shocker charged at Peter.

"I thought I was clear with my message." He said sending a blast at Peter which he was able to dodge this time. By now Scott, Jean, Rogue, and Bobby were all inside the warehouse, and were all going one on one against their own guy, while Kurt teleported between all of them, and gave them a swift kick before teleporting to the next. Matt had his hands tied with two guys, but he was definitely holding his own he dodged both of their punches/kicks, and responded with his own, he blocked one of the guys punches, and sent a kick into the others gut. He grabbed one of their arms, and whipped him into the other knocking them both out. 4 down 9 to go. Jean used her power to predict the person she was fighting's movements, and was able to swiftly send a well placed punch to his face knocking him out when the opportunity opened itself, 5 down 8 more left. Kurt teleported in between three of them, and was able to easily knock them out. 8 down now 5 left. Kitty phased through the floor, and grabbed two guys' legs, and pulled them through the floor with her, now both couldn't use their legs, and she just knocked out both of them. 10 down 3 left. Rogue picked up two, and flew up, she threw one through the table, and the other one into a kick from Scott. One more left, and Bobby just froze him in place. It was just Peter, and Shocker who by now were fighting outside.

Shocker sent two blasts at Peter both of which he dodged. He tried getting close to Shocker, but every time he tried he got hit by a blast. He shot two web lines, and tried to slingshot himself at Shocker, but again got hit by another blast that sent him flying.

"Ow….I can't get close to him…" Peter coughed up some blood. He just stood up before getting hit by another blast, and another, and one more, and yet another one. He was sent flying through a warehouse, and he hit a wall hard. His suit was torn, he was bloody, he felt like he had some broken bones, but most importantly his organs were shredded, or at least it felt like it.

"SPIDEY!" Matt yelled running over before he himself got hit with a blast.

"This is fun Spider thanks for bringing some new playmates you were getting boring." Shocker laughed turning to face the X-men before sending blasts at Kitty, and Bobby. They were both hit, and sent crashing into a wall. Kurt teleported right behind Shocker, and tried to grab him, but Shocker grabbed his arm, and threw him. Kurt teleported right into another blast from Shocker knocking him out. Scott sent a beam, but Shocker used a blast to cancel out Scott's blast, Jean charged Shocker, and as the pattern shows was struck with a blast.

"Jean!" Scott yelled running at Shocker managing to dodge two blasts, as Rogue charged as well. Scott sent a beam at Shocker which he easily dodged, but was hit by a really strong punch from Rogue. Shocker stumbled back, and Scott now took advantage sending a blast his way, this time hitting him sending Shocker into a wall. Rogue tried to throw another punch, but this time Shocker dodged, and sent a kick into her gut. Scott tried to take advantage, by shooting yet another blast, but Shocker dodged, and it hit Rogue.

"Rogue!" Scott screamed in horror, Shocker took advantage, and sent Scott flying with his own blast.

"Man this is easy I haven't broken a sweat I gotta thank the Kingpin if I ever meet him." Shocker cracked his neck. Rogue stumbled to her feet.

"Don't try to stand, a beautiful little thing like you shouldn't have to suffer anymore"

"Thanks for the compliment sugah, but I don't do staying down." Rogue stood up, and took off her jacket, at the same time she had subtlety slid off her glove.

"Oh a southern belle huh? Not what I would have pegged you as, I myself am from the music city, what about you?" Shocker lowered his gauntlets.

"Mississippi…" Rogue said looking for any skin showing on his suit, and found a scratch that had been left there from Scott's blast bingo she thought. She looked over, and saw Peter struggle to get hurt, and felt her face soften she hated seeing Peter like that.

"Oh that's nice…" Shocker started speaking but was surprised when Rogue rushed at him, and put her hand on the scratch on his suit. He felt weaker like his will to stay awake, no alive was draining. His vision blurred, before he was able to aim both gauntlets at her, and shot the biggest blast he has yet. Peter's eyes widened as he watched that Rogue went flying into another abandoned warehouse.

"ANNA!" Peter yelled causing Shocker to turn to face him, and then he messed up, he laughed at Peter. Peter was seeing red, and charged Shocker, he shot a web to clog his gauntlet.

"Oh Spidey that trick doesn't work anymore remember." Shocker laughed, but it was just a distraction, Peter then sent a web onto his eyes blinding him. He tackled Shocker, and sent punch after punch after punch after punch into his face. Shocker in a haste shot a blast, but forgot to unclog his gauntlet, and it blew up on his arm. Shocker screamed in pain, and then Peter sent one last punch to his face knocking him out, but Peter wasn't done, he kept punching him. Peter was bloodthirsty, this was the same darker side of him that was first shown after Green Goblin killed his aunt, he wanted Shocker to suffer for hurting his friends.

"Pete!" Kitty ran over to him, and tackled him. Peter struggled to get up.

"Kitty let go I'm not done"

"Peter it's over he's knocked out cold."

"Not good enough"

"PETER"

"Get off me Kitty."

"Sugah stop it's over." Rogue walked over, and put a hand on his shoulder. Peter looked at her, and then to all his friends who were all looking at him scared.

"I-I-I'm sorry I don't know what got into me." Peter said looking away from them in shame. Rogue now understood why Xavier didn't want Peter to know about the Taskmaster.

"It's okay Peter, you just got a little carried away, tell ya what I will clean up this mess you all best get home." Matt said limping over, and putting a hand on Peter's shoulder. Peter nodded.

"Kurt you able to teleport?" Peter asked worried for his friend

"Yeah I should be I don't see why I couldn't." Kurt responded.

* * *

Peter was sitting on Hank's med table the rest of the group had gone to bed as it was really late. There was a TV in the infirmary so Peter turned it on the news was the channel that it was on, and the headline made his heart sink.

"Spider-menace paralyzes billionaire's son."

He left it on to listen to what it was saying, and each word that was said made his heart sink. He hadn't notice he had started crying until Rogue, and kitty walked into the room, and turned off the TV.

"Pete don't listen to that crap." Kitty said putting an arm around him, and hugging him.

"What crap...I hurt him...I failed." Peter cried.

"Now how exactly how did ya fail sugah?" Rogue sat next to him

"He's still alive isn't he?" Kitty asked. Peter nodded.

"Shocker is back behind bars isn't he?" Rogue asked, again Peter nodded again.

"Then how did you fail?" Kitty asked him softly.

"I don't expect you two to know."

"So help us to" Kitty rubbed his back, as he sobbed.

"I-I-I broke m-my promise."

"Sugah what promise?"

"Does this have to do with why ya do what ya do?" Rogue pestered Peter nodded. Peter took a deep breath.

"I can't you both will think I'm a monster."

"I don't know about Anna, but I know I won't"

"I won't either Peter." Peter took another breath.

"When I was 5 my parents die, and I moved in with my Aunt, and Uncle. My uncle, and I were really close, and he always put me before everything, even though we were broke, he still only worried about my happiness, he was the greatest dad, anyone could ask for. In eighth grade, however on a field trip to Oscorp I was bitten by a radioactive spider, giving me these powers. When I discovered my powers I started becoming distant from him, after one night I stayed out late with my friend Ned to goof around with my powers we got into an argument, because I forgot to pick up milk. Anyway a week later I had signed up for a wrestling thing to earn three thousand dollars, and he took me to the library for what he thought was a study meet. He told me the words with great power must come a great responsibility at the time I had no idea what it meant, but I remember storming out of the car I don't even remember why. Anyway I won the wrestling thing easily, an went to get the money…." Peter started choking up now.

"He screwed me over, only gave me a hundred dollars, stated that my need of money wasn't his problem. I was angry I stormed out of his office, and bumped into someone who was there to rob the place, I said it wasn't my problem, and held the door open for him…" Peter looked at their faces prepared to see the hatred or disgust, but instead he was met by sad stares as they waited for him to continue.

"I started to walk off as I couldn't find Uncle Ben, and then I heard a loud shot….I ran over to who was shot….it was him...it was my uncle, the person I let go shot him, because I didn't stop him he killed my uncle…..for his car, that's it….that's it, he didn't deserve it." Peter was now sobbing

"He didn't deserve it...it was my fault…."

"Sugah hey hey hey shhhhhhh you're okay" Rogue carefully hugged him making sure no skin touched. Kitty held him tighter.

"I promised nobody else…..not if I could stop it...no one else, and I failed." a few minutes later Peter had calmed down.

"Peter he would be proud of you, just like your aunt." Kitty said softly. Rogue nodded her head in agreement.

"Indeed he would, as am I," Xavier wheeled into the room catching them all by surprise.

"Man I need to get a checkup on my spider sense it never seems to work anymore." Peter made an attempt at a joke. Charles chuckled.

"Now you two girls go to bed I need to talk to Peter, and why I got a call saying Peter was missing from his last 5 periods today…" Peter gulped, and the two girls laughed and walked off.

"Good night Peter/Sugah" They said in unison.

"You see I can explain" Peter started.

* * *

"Why am I not _shocked_ to see you failed, and wind up back here?" A bodiless voice caught Herman by surprise, he got off his cot, and walked over to the bars of his cell.

"Who are you?" Herman winced as he spoke holding his jaw as he was sure Spider-man had broken it.

"I am the Kingpin himself." Fisk stepped out of the shadows, causing Herman to cower in fear.

"Are you going to hurt me?"

"No….I'm going to kill me you better have a good excuse or else…"

"I'M SORRY! Look The spider brought some super powered pals."

"Really?"

"Yeah one of his friends touched me, and like it felt like she was actually draining my life. Until of course I still managed to send her flying, but that sent the web head over the edge."

"Interesting….very interesting, tell me did you happen to get a name?"

"Yes actually she responded both to Rogue, and Anna, you can't miss her she has a very distinct southern accent."

"Why thanks for the information perhaps you will still live."

"Thank you sir thank you so much."

"Although you might want to not want to be such a tattletale lest you become a vermin…" and with that Fisk walked back into the shadows leaving Herman alone and in pain again.

Chapter 5: On the hunt.


	5. Chapter 5

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **Chapter 5: On the hunt**

The next day Peter awoke incredibly sore. He looked around, and saw that he had stayed the night in the infirmary. He tried sitting up, he winced, and held his ribs he looked down to see he was just wearing the bottom half of his costume, his chest was bruised really badly he had been hit more times than anyone by Shocker's blasts, but even so he had accelerated healing, not as strong as Logan's, but still prevented him from looking like this after he slept. His chest was purple, blue, and even black in some spots. Maybe it was just him, but ever since that battle with the Green Goblin, his powers had been kind of acting up he started noticing that his spider sense was on the fritz, and now his healing wasn't well healing him. Maybe he was just going crazy, but he couldn't help, but think what if. He shook his head, and tried standing up he grimaced as he got to his feet, he looked around the room, and saw that someone had brought a change of clothes down for him, and put them on a chair. He slowly walked over, and grabbed the shirt. He wasn't too concerned with putting on the pants, he had the lower half of his suit still on, and didn't feel up to bending over. He slowly tried to put on the shirt, but hissed in pain, and gave up. He held his ribs again in pain, and let out a groan.

"Woah easy there sugah." Rogue's voice broke through the silence catching Peter off guard.

"Morning." He tried saying, but even that caused him immense pain, and he winced. Rogue walked over to him, and put a gloved hand on his chest, and was alarmed by all the bumps, and general bruises there were. She frowned at him.

"Pete ya shouldn't be up, and walking the professor is giving us all the day to recover. So ya should use it."

"I've done enough recovering I'm okay I just need to get my feet moving."

"Pete look at ya nobody will blame ya if ya just want to use the day to sleep."

"Anna trust me I've had worse, a lot worse. I just need to walk it off." It wasn't a lie at all, he remembered being impaled by Goblin's glider.

"Ya can't even put on your shirt, but ya expect to walk around."

"I'll be fine, I promise." Peter tried to put on the shirt again, but still finding it to be extremely difficult.

"Peter wait, have a seat." Rogue went over to the counter where various medical supplies were scattered, she grabbed a roll of bandages, and a pin. She walked over to Peter who was sitting on the bed still holding his shirt.

"Hank showed us how to do this awhile back in case we got hurt in battle or he wasn't here. I need ya to spread your arms out….if ya can I don't want ya doing anything that will hurt ya anymore." She frowned looking at him in pain it was a sight she hated seeing, but she knew he was too stubborn to actually admit he was in pain. He winced, but spread out his arms like Rogue told him to. Rogue slowly, and carefully wrapped bandages around him after rubbing some antibiotic cream on it to swell down the bruises. She was slow, and careful so she didn't accidentally make skin contact with him. Once she was down she pinned the end of the bandages together so they wouldn't fall off. Then she took the shirt from Peter's hand, and carefully put it over his head, and helped guide his arms into the sleeves. Peter winced a little, but managed a smile.

"Thanks Anna, I feel better already." Peter smiled brightly. Rogue just stared at him smiling he seemed happy, like the events of yesterday were a distant memory. She couldn't get much sleep last night, Kitty, and her were up all night conversing about what Peter had revealed to them about his uncle, and how he was murdered. This combined with his parents disappearance (who were murdered but she promised not to tell him about that,) and of course his aunt. It was enough to make anyone in his shoes to go full villain, or just give up, but here he was smiling enjoying life, and as far as she knew was still going to be Sider-man to help people. Last night the city pretty much blamed him for Shocker's mayhem, and again he was still smiling not giving it a second thought, how did he do it she wondered. She shook her head waking herself from her thought.

"Hmmm, ummm y-yeah o-of course anytime sugah just don't make it a habit." She smiled back at him. She looked over to the doorway as Beast walked in.

"Ahhh Peter good to see you awake I just came to check up on you." He smiled at the two teens Rogue decided to give the two privacy.

"Peter if ya feel up to it the gang is going out to town if ya want to join? We are probably going to go see a movie. Just take the day off ya know." She smiled brightly at him

"I thought you wanted me to sleep." Peter joked.

"Yeah, but you're too stubborn for your own go..."

"Yeah sounds nice." Peter cut her off. Rogue smiled, and walked out of the room. Beast smiled at him.

"Anyway Peter how are you feeling?" He said in a soft tone one could never have matched with his appearance.

"Sore, but not too bad." Peter answered still looking in the direction Rogue had walked off. Beast smirked at that, and started typing stuff on his computer.

"I took an x-ray last night, and you had a few cracked ribs, but they seemed to have healed just fine. Thanks to that accelerated healing of yours." So it was just Peter's imagination why was he getting himself worked up he wasn't actually losing his powers.

"Do you already have bandages on?" Hank asked noticing the roll by Peter.

"Yeah Rogue did it just before you came in." Peter replied rubbing his ribs

"Ah good I will just need to take a blood sample, and then you can be on your way." he grabbed a syringe, and grabbed Peter's arm he dabbed a wipe and poked him taking some blood. Peter didn't move at all, and just waited patiently for him to finish when he was done Peter slowly got to his feet again.

"You are free to go I won't keep you in here any longer." Peter smiled at him, and started towards the door.

* * *

The 6 teens had left a hour ago so Logan was using this time to catch up on some well needed rest, right now he was just laying on the couch watching TV.

"I know you're there Chuck." he grunted without moving.

"I would be worried if you didn't." Charles laughed

"What do you want?"

"Why would you assume I wanted something?"

"Because when else do you bother me?"

Charles sighed

"I need to ask you a favor."

"What is it?" Logan deadpanned sitting up, and grabbing a cigar.

"I'm quite worried about Peter."

"Why he just took a few small bumps."

"No it's not that, the Taskmaster situation."

'Look Chuck nobody has told him anything he is fine."

"And what if he finds out he will be hurt, and reckless, he will hunt him down himself, and if last night was anything to go by….he's not ready he needs to be trained.

"No absolutely not just make Storm do it like she did with the other kids."

"Logan…"

"I said no!" Logan stood up now, but he wasn't angry.

"I know why you don't want to."

"You said you would never go inside my mind again!"

"I didn't have to Logan it's obvious he reminds you of them."

"He….looks just like him." Logan's voice unusually soft as he remembers his deceased friends.

"You're his godfather Logan, which means when nobody else would you would take care of him. Well right now he needs that."

"Why me though?"

"Richard, and Mary took you in when nobody else would am I right? They found you on a mission, and instead of leaving you for dead, or killing you themself they gave you shelter, they helped you piece together your life, and take control of your more...primal urges. Well we found Peter leaving in a literal dump, he is in very many ways just like you. He needs help, give him the help that Richard, and Mary gave you." Charles spoke softly letting every word sink in with Logan. Logan smiled softly remembering his friends, and what they did for him.

"Okay fine, I'll train the kid."

"That's all I ask.'

* * *

"God that movie was awful!" Kitty laughed eating from her tub of popcorn as they walked out of the movie theater she was standing next to Bobby who was actually trying to strike on conversation with Peter, he felt horrible about how he had treated Peter, especially while he was in the infirmary last night.

"Tell me bout it" Rogue laughed. Scott, and Jean seemed to be in there own little world, but they were all soon talking and laughing about the movie at a local restaurant.

"Why'd you say that name!" Scott quoted the movie causing the entire group to laugh hard. Jean coughed from laughing so hard. They were doing this for the last hour just quoting the movie, and Peter smiled to himself it was just like old times for him. His best friends Ned, and Harry hanging out, and just talking about absolutely nothing in particular, but it was refreshing for so long after his aunt's death it had been just him, his regrets, and depression. Ned had moved away, but they had recently gotten back in touch which was nice for Peter, Ned was the only person he told his identity to, as for Harry, he lost someone that night as well, and blamed Peter. During the fight with the Green Goblin they ended up at Oscorp, there was a giant fire, that killed Norman Osborn. The only reason he was there was, because Peter had asked him if he could see some of Dr. Connor's research. So in many ways Harry was right it was Peter's fault. So much death had been caused by him, and he called himself a hero. Last night though he realized he wasn't alone he looked to the right of him in the booth Rogue was sitting next to him. He subtly placed his hand onto hers which was just resting on the table. Out of the corner of his eye he saw her blush a little, which made her cuter in his opinion.

"Hey Pete what did you think of the movie?" Bobby asked still trying to bond with Peter the two actually got along well, and Bobby wanted to hang out with him, and introduce him to his friend Johnny sometime soon.

"Uhh I thought it was bad, but not the worst." Peter blushed turning his attention away from Rogue who was looking out the window to hide her blush. A move that didn't go by unnoticed by Kitty.

"Yeah agreed, but it was still pretty bad." Bobby chuckled.

"Hello my name is Felicia I will be your waitress for today, can I start you off with drinks?" A girl roughly their age with silver hair said. Peter thought he recognized her.

"I will have a coke please" Scott replied

"Me too" Bobby chimed in.

"I will have a Diet coke." Kitty said

"Can I have a sprite" Asked Jean

"I'll just have a water." Peter smiled at her receiving a toothy smile back.

"I will have a lemonade." Rogue snapped out of her funk, and smiled at Felicia.

"Coming right up." She said winking, and walking off.

"She winked at me guys did you see that!" Bobby smirked causing the others to laugh.

"No way that was aimed at me." Scott rested his arms behind his head and winked at Bobby, causing Jean to elbow him.

"Owww not that she is prettier than you or anything…..I've said too much haven't I?" Scott looked down in defeat.

"Y'all are adorable, but she was obviously winking at me." Rogue smirked.

"I know that southern accent from anywhere." A voice from the booth next to them alerted them. A guy walked in front of their table he had shoulder length black hair, brown eyes, he was tall, and very well built. Peter guessed he was older than all of them by a few years. He spoke with a slightly unusual dialect.

"Ummm who are ya" Rogue asked. The man looked at her hand intertwined slightly with Peter's which made him become visually angry.

"Oh don't tell me you don't remember little ol' me cherie." The man said suddenly switching from a New Jersey accent to a French one. Rogue tightened her grip on Peter's hand.

"No way the said you're in a coma." Rogue stuttered causing everyone except for Peter's eyes to widen.

"Oh you do remember me huh gorgeous?" The guy smiled

"I do…..Remy?" Rogue's eyes widened looking upon the man she considered her true love granted that was before he was in a coma, and Peter came along, speaking of whom his face had paled, he was looking uncomfortable, and was staring at his lap she frowned, and place her hand reassuringly on his knee.

"Bonjour." Remy smirked, and a silence fell upon the booth.

"...Well this is uncomfortable" Jean broke the silence. Peter's phone started ringing, he looked at it, and sighed he looked at Rogue who nodded for him to go, Kitty smiled at him reassuring. He climbed out of the booth, bumping shoulders with Remy as he walked passed. He hadn't heard the full story, but judging by everyone else's reaction he was bad news. He walked outside the brisk October air catching him off guard he answered his phone, and almost immediately regretting it.

"PARKER! MY OFFICE IN 5 SECONDS OR YOUR FIRED!" Came the shrill scream of his boss J. Jonah Jameson. Peter sighed, and walked back in after hanging up he knew that arguing was walked back to the table, and saw that everyone had shifted, and Remy was sitting down in the booth playing with a deck of cards.

"Hey sugah" Rogue brightened up as he walked back he smiled at her.

"Hmm so she calls you sugah too huh?" He winked at Peter which caused Peter to get irritated. Rogue looked away as if fighting back tears, Kitty grabbed her gloved hand.

"Like don't listen to him Pete just have a seat." Kitty looked up to Peter, and could tell something was bothering him.

"I actually have to go you all have fun." Peter said glaring at Remy, he didn't know why, but this guy made him feel uneasy, he also hated just how close he was to Rogue. He grabbed his coat, and started to the doors almost bumping into Felicia.

"My bad. I'm sorry" he smiled at her apologetically.

"Don't worry about it cutie." Felicia winked at him as he walked out the door. Felicia walked over to the booth with the tray of drinks, and took everyone's food order. Rogue watched out the window as it started to rain.

* * *

Fisk was staring outside his window looking down at the city standing next to him his raven haired wife Vanessa.

"Look at this Hellhole." She said in disgust as the rain started pounding on the window.

"I know it's quite….dreadful." Wilson again spoke slowly trying to find the right words. He both literally, and metaphorically looked down on all the people of this city.

"How much longer must we wait for you to take control Wilson?" Vanessa turned to face him.

"I already am my love it's just a matter of getting the rest of the city to trust me." Wilson growled looking down at everyone.

"Maybe it's time you make yourself known to the city." Vanessa offered while pouring a glass of wine for the two of them.

"Perhaps you're right." Fisk took a sip of his wine.

"You know becoming mayor will go a long way in securing the future for you." Vanessa mused the idea of him as mayor.

"Sir if you excuse my interruption, but you just got some urgent mail." One of Fisk's henchmen walked into the room holding a letter.

"Give it to me!" Vanessa snatched it out of his hands, she opened it, and read it.

"What does it say?" Wilson walked over to her.

"It's an invitation….a gathering in remembrance of Norman Osborn." Vanessa read, giving it over to Wilson.

"Signed by Harry Osborn." He finished.

"You go get my tux ready for tonight!" Wilson pointed at the henchman.

* * *

Peter stepped out of the elevator into the hectic barely controlled chaos that was the Daily Bugle. He walked through the crowded room where people were running around, and screaming at each other while other people sat at small desks typing on laptops, and shouting into their phones while writing stuff down on a notepad. Peter stopped at a desk right outside a room with a nameplate that read Jameson on the front of the door. He looked over to the person at the desk who was typing stuff on her laptop.

"Hey Betty." He made his presence known to the assistant who looked up but still continued typing.

"You're late Peter the boss is going to be pretty upset with you." She replied picking up her phone.

"Yeah….ummm traffic was a nightmare." Peter tried for an excuse, but failed miserably. Betty laughed, and punched in some numbers and waited for Jameson to answer.

"Mr. Jameson Peter is here." She said into the telephone.

"Parker...Peter Parker the photographer who gives you pictures of Spider-man." She sounded annoyed at her boss.

"Okay I will send him in. Mr. Jameson is ready to see you now." She smiled as Peter took a breath, and slowly walked in preparing for his yelling.

"Parker you are 5 minutes, and 14 seconds late you better have a good excuse! Or else you are fired!"

"Ummmm traffic was bad." Peter stuttered

"For God's sake Parker nobody wants to hear your lame excuses now listen up!" Peter rolled his eyes as Jameson got up from his desk, and handed Peter a manilla folder.

"Open it!" he yelled. Peter opened it, and read through the files.

"What is this?" Peter asked confused as he read the pages.

"Several criminals locked up in Ravencroft gave interviews, including the Shocker, and everyone of them confessed to working with someone who goes by the names Kingpin, and or the big guy, after the events of last night we have reason to believe it is Spider-man" A cold female voice that came from the corner of the room alerted Peter. Peter turned to face a woman wearing a NYPD uniform her badge read "Dewolff."

"I am sorry for startling you Mr. Parker, allow me to introduce myself, I am Sergeant Jean Dewolff of the NYPD." She offered her hand Peter took it, and shook it.

"If I can be so blunt why do you think Spidey is this….Kingpin was it?" Peter was genuinely confused he was used to Jameson blaming him of being a criminal, but the actual cops? This was new.

"That doesn't matter Parker! Just go get me photos that can incriminate him!" Jameson shouted at him.

"Easy Jonah, listen Mr. Parker we aren't saying that he is Kingpin, we are just saying it could make some stuff make sense like why he doesn't turn in these super powered baddies into SHIELD, instead he just puts them in normal prisons which they can escape from." Dewolff explained.

"Wait so you think that he is the Kingpin, because he arrests bad guys? That's dumb!" Peter protested

"We are saying that it doesn't add up. These criminals are always breaking out of prison only to get stopped by Spider-man we think that it's an act to earn the cities trust, so that when something does happen he would be the least likely suspect." Dewolff retorted, Peter was getting upset.

"That's dumb!" Peter yelled

"Parker! Stop arguing, and get us what we asked for by tonight!' Jameson yelled, and pushed Peter out of the room. Peter sighed great, just great he thought. He needed to find out who the actual Kingpin was, and he was going to talk to every criminal if need be. The second he left the building he started running down the streets groaning because of his ribs, but he couldn't lose any time, his nightly patrol started now, and he needed some help from a friend.

* * *

"So let's cut to the chase why are you bothering us Remy?" Bobby said glaring across the booth at Remy who just smirked.

"What a guy isn't allowed to say hi to old friends…..and more than friends." He smiled in Rogue's direction who just continued looking outside the window.

"You lost that right when you decided to side with the Brotherhood, and betray us!" Scott spat venom at Remy unknowingly rubbing the spot on his back where Remy's exploding card hit him.

"That was a long time ago, besides I did my time for that wouldn't you say cherie?" He said still looking over at Rogue, who still refused to look at him.

"If you ask me you could have spent a few more years in a coma." Kitty scoffed.

"Oh you hurt my feelings Kat." Remy pretended to be hurt.

"Listen here is the deal I'm sorry look really I am, what I did was awful, but I want your forgiveness Rogue, same for you guys." He seemed genuine but nobody trusted him.

"Jean?" Bobby asked looking over at her she nodded her head in understanding, and focused on reading Remy's thoughts.

"H-He's serious." She said in disbelief as she tried telling herself the exact same thing. Remy frowned, and took Rogue's gloved hand.

"Look Anna I love you, please I'm so so sorry for causing all of you so much pain. I have been awake for a few months now, and I have had time to think about stuff, I was wrong I believed Magneto when he said he was in the right, and I turned my back on my friends for someone who did the same to me as soon as I was no longer a use to him." Remy looked up tears were forming in his eyes as he looked at the slightly surprised looks the gang were giving, then his eyes met Rogue he held her hand tightly. His words kept repeating in her head as their eyes met. Had this been a year ago, or even a few months ago she would have instantly forgiven him, and jumped at the chance to be with him, but things had changed she looked at her phone, the wallpaper more specifically. It was a picture of them at the movie theater not even two hours ago, her eyes fell upon Peter who was sitting closest to her. It was an understatement to say she felt very confused.

"Anna do you still love me too?" Remy asked looking at her softly. Did she? She knew she liked Peter, but was it anything more than a crush, he was her best friend. She finally looked into his eyes, this was a man she loved, but a man who had lied, and betrayed her.

"Remy...I'm sorry but no." She said looking at the picture with Peter again.

* * *

Peter kept running until he had finally arrived at his destination a small building with the words "Nelson, and Murdock Attorneys at Law," written on a sign outside the door. He took several deep breaths, and held his ribs in pain, before walking in. The room was small there was a tiny kitchen space left to the door, a makeshift waiting room/meeting room to the right. Straight in front of the door was a secretary desk, and two offices to the left, and right of that. Peter approached the secretary desk where a blonde woman was reading the newspaper, and drinking coffee. He waited patiently for her to notice him there.

"Jesus Karen how long has he been waiting?" A man with shoulder length blonde hair walked out of the office to the right, Peter guessed that this was Foggy Nelson.

"Huh oh my god I'm so sorry you could have yelled at me or something?" Karen put her paper down, and opened her laptop.

"Do you have an appointment, and do your parents know you are skipping school?" Foggy asked walking over to Peter.

"Well….no not exactly I'm here to meet with Matt? Is he here?" Peter tried looking into the office. Foggy, and Karen exchanged funny looks.

"No he hasn't come in today." Foggy stuttered

"Crap okay do you have his number it's urgent?" Peter asked them

"If it's so urgent why not just ask us?" Karen chimed in.

"It's ummm not attorney related it's more personal I guess." Karen, and Foggy again exchanged glances.

"Look we don't even know where he is, he hasn't called in sick or anything." Karen started.

"Why not come back tomorrow?" Foggy suggested

"Thanks I….I will" peter walked towards the door. He is going to have to do this thing by himself, he couldn't wait until tomorrow, because by tomorrow all of New York will think he is a criminal, not just a criminal, but the crime boss of New York, he had to hurry, he looked at his watch it was 1:30 now, he had until 10:45 per his new curfew, so he had to start his search now. He ran into the nearest alley, and put on his suit, he was officially on the hunt for this Kingpin.

* * *

Rogue had stormed off from the table, after the conversation with Remy, she was very shaken, and now they were all hanging out at an ice cream parlor trying to get Remy out of their heads.

"Should we text Peter to let him know we aren't at the diner anymore?" Bobby asked

"I already did" Scott replied taking a bite out of his ice cream.

"Only New York could have an outdoor ice cream place open in October" Jean joked trying to lighten the mood. At most it got a small chuckle out of everyone, except for Rogue.

"Anna are you okay?" Kitty asked her friend worried.

"Honestly I don't know." She replied softly staring into her ice cream

"That's understandable I guess" Bobby said trying his best to sympathize.

"I mean it's weird ya know it feels like I just got over him, and now he is back." She looked up at them, and could tell they were all equally torn, the night he betrayed them they had all lost a friend as well.

"I don't trust him." Scott deadpanned

"Me too" Jean agreed

"Agreed" Bobby, and Kitty said at the same time.

"I don't know guys Jean said he wasn't lying." Rogue thought. She looked up, and it started raining again.

"We should head home, I'm sure Peter will swing back when he is done doing whatever he is doing." Scott said getting up, the others followed, and got into Scott's car, and headed towards the mansion. Kitty looked up to see Peter swing by, but even from this distance could tell he was in pain.

"That idiot better not get himself killed for Rogue's sake." She said to Bobby who looked up as well, and nodded in agreement.

* * *

Peter yawned from on top of the building he was perched on currently. He glanced at his watch it was already 8:00, and he had nothing, he had interrogated all his normal tattletales, nothing. He had even stopped another major arms deal just like the one yesterday, and nothing still. He was getting fed up, right now he was watching for anything, that could give him a lead, a robbery, a mugging, a murder attempt, anything that can give him someone to interrogate, but New York had to choose a chilly october night to be quiet, and he was going crazy. He yawned, and stretched his arms before wincing in pain holding his ribs. This was getting old. His spider sense went off, he turned around just in time to see a white van speeding down the street.

"Well better go stop that." He said getting to his feet, and put his mask back on. He shot a web line at the closest building, and swung after the van, it hurt to start off, but soon he got used to the pain of his ribs, and in almost no time got caught up with the van. He flipped, and landed on the roof of the van gently. He crawled to the side of the van, and knocked on the window, the driver looked out, and his eyes widened. He grabbed a pistol, and shot it shattering the glass. Peter easily dodged it.

"Will you guys ever learn that I can't be shot?" Peter jokingly asked before ducking from two more bullets. He climbed to the roof of the car. The man in the passenger seat took his pistol, and started shooting at the roof of the car.

"Oh come on that move never works either!" Peter yells into the open window. The bullets kept coming through the roof, before they ran out of ammo, while they were reloading a noise caught Peter's attention it sounded like muffled screams from the back, and it wasn't just one or two it was at least ten different voices.

"Oh boy" He said getting climbing to the passenger side now. He knocked on the window startling the guy reloading his pistol, and dropped it. Peter smashed the window with a fist.

"You know if you were just speeding that would be one thing, you would've been left off with a warning, but no you had to go the extra mile, and be kidnappers as well huh?" Peter punched the passenger, and jumped through the window. He elbowed the passenger knocking him out. He grabbed the steering wheel, and tried to take full control, but the driver wasn't having any of it. He grabbed a knife, and slashed at Peter's hand, making Peter let go of the wheel, Peter grabbed the hand with the knife, and disarmed him. The driver attempted to throw an elbow at him, but Peter easily caught it. Peter looked up, and saw that they were approaching a red light. He punched the guy, and took control of the wheel slamming down on the breaks, which made the car to crash into an empty parking garage. Thank God Peter thought, as the car came to a stop. He thought a few steps ahead of the driver, and took the key. The driver still trying to put up a fight tackled Peter as he got out of the car, but Peter's spider sense alerted him pf it, and he rolled out of the way, he fired a web sticking the driver's hands to the ground. He walked to the back of the truck, and ripped the doors open what he saw made his heart fall, he was right, about one thing there were ten gagged people in the car, but they were all girls some not even teenagers, they were all dirty, and bruised, their clothes torn. Their arms were tied up, they were all crying, it didn't take a Sherlock to know what was going on. Peter got angry, no he got furious.

"Okay listen to me you are safe now just get out of here go call the cops." He calmly told the girls, after untying them, and taking off their gags. He walked over to the passenger side of the car after kicking the driver, and knocking him clean out, he went over to the passenger who was regaining consciousness, and grabbed him by the collar of his shirt. He shot a web, and swung up to a roof. He threw the crook down hard on the roof of the building next to the garage as all the girls the oldest looking maybe 15 ran off. He walked over to crook, and kicked him hard in the ribs. He grabbed his collar, and picked him up.

"Okay listen this has been a bad day for me. So I suggest you talk." Peter growled dangling the man over the edge.

"Piss off.." He started before Peter punched him in the jaw hard.

"Wrong way to start this off bub." Peter tried his best to intimidate Logan's voice.

"Now tell me where were you taking those girls?!" Peter tightened his grip around the guy's collar, and readied another punch.

"I'm not saying anything…" Another punch followed the crook saying that.

"Talk now or they will be wiping you off the street like an insect on a windshield." Peter threatened.

"I know you, you wouldn't do that." The crook responded smugly smiling.

"Is that so?" Peter dropped him. The man screamed in terror, and at the last possible second Peter shot a web line catching him.

"You're a psycho!" The man screamed.

"Maybe so, but things will get worse unless you talk, now answer my question!" Peter screamed pulling him back up.

"You can't make me!"

"Very well." Peter let go of the web line, and the guy started falling again, before again Peter caught him.

"Okay! OKAY I'LL TALK!" The man screamed looking up in terror.

"Atta boy now where were you taking them?" Peter slowly pulled him up to scare him even more.

"The dock outside of Queens!"

"Why?!"

"That's where they all go!"

"That's where who all goes to?" Peter asked

"The girls, it's a sex trafficking ring alright!"

"God! Why 13 year olds!" Peter spat in disgust

"Look I don't know, we were just told to!"

"Who told you to?!"

"The Kingpin alright!" Peter's eyes widened he smirked underneath the mask this is what he was waiting for.

"Who's the Kingpin?!" He growled grabbing the crook by the collar of his shirt again.

"The infamous crime boss! He also goes by The Big Guy!" The man was now screaming in horror as he looked down to the street.

"I know that I meant a name give me a name!"

"I-I can't he will kill me!"

"And I won't now give me a name or next time I won't catch you."

"I-I c-c-an't"

"Very well" Peter started to loosen his grip, and removed one of his hands from the man's collar.

"No please don't!" He pleaded with Peter

"Give me a name then!" The man was silent. Peter sighed, and started to let go.

"OKAY OKAY IT'S FISK…WILSON FISK!" The man screamed at the top of his lungs, Peter smirked. He threw the man back onto the roof, he walked over to him, and punched him in the gut.

"You are going to turn yourself in, as well as that partner of yours, and you are going to tell them exactly what you told me, do I make myself clear?" Peter picked him up again, the man shook his head in terror.

"Good!" Peter put him down, and started walking off.

"Wait how will I get down?" The man cried out

"Find a way….." Peter's spider sense went off he turned around just in time to hear a loud gunshot, and the man fall down with a hole in the back of his skull. Peter's eyes widened in absolute terror, he felt sick. He looked at where the bullet, had come from, and saw a tall, well built figure. He was close enough for Peter to see he was wearing black armor, and a white cape/hood, but what caught him off guard was the man's face or rather mask, it was designed as a skull with several fake black stitches the mask itself was silver, and it looked terrifying. He had a sword strapped to his back, and several knives, and guns around his grey belt, and strapped to his legs. Peter didn't miss a beat he rushed at the man who was standing on the opposite side of the building. He threw a kick, but the man easily dodged. Peter threw a flurry of punches, and kicks, all dodged. He threw a kick aimed for the head, which the man ducked. The man grabbed a knife from his belt, and threw it at Peter. Peter dodged thanks to his spider sense, but it was just a distraction. The man kicked Peter in the side which hurt his already pretty banged up ribs. Peter fell to his knees clutching them in pain. The man picked Peter up, and threw him across the roof. He pulled out a pistol, but instead of shooting right away he stayed still as if waiting for an opportunity to present itself. Peter shot a web, and disarmed him, he rushed the man, and threw a punch, but yet again his attack was caught, he sent a hard punch into Peter's chest, then swept his legs from underneath him. He put his knee onto Peter's stomach, and pushed down hard causing Peter to start coughing. The man pulled out his sword, and rested it against Peter's throat. He slowly, and methodically took off Peter's mask.

"A kid." Was all he said his voice sounded distorted probably by the mask.

"What of it…" Peter coughed through the pain.

"I was lead to believe you were a challenge, but alas you are only a foolish boy!" The man spoke.

"Yeah well up yours too I guess." Peter coughed again

"This is most disappointing you aren't worthy of my time. I should kill you right now."

"Like you did with that criminal?! Why'd you do that anyway?" Peter was barely able to talk now as he felt his consciousness slipping.

"He was my task...I finished it." The voice of the man now sounded demonic. Peter started to black out, but he heard someone yelling, the last thing he saw before passing out was the faint outline of someone

* * *

When he awoke he was in his own bedroom at the mansion, he tried getting up, but started coughing again. He looked at the clock it was still too early for school, but he still got up out of bed, he groaned in pain, and held his ribs, as he went to go take a shower. When he was done he brushed his teeth, and slowly got ready for school, he looked in the mirror, and noticed a really bad black eye he didn't remember getting. In fact he barely remembered anything besides the name Wilson Fisk, and the fact that the one person that could've convinced the police that Spider-man wasn't the Kingpin was dead. He sighed, and opened the door to his bedroom. It was still early so everyone was probably still getting ready, and or still asleep. He made his way downstairs with immense difficulty holding his ribs the entire time. Once he got downstairs he heard voices coming from the kitchen. He decided to check it out.

"You were right Chuck it was the Taskmaster." A voice clearly belonging to Logan was the first thing Peter heard.

"Then it as I feared, young Peter is lucky you got there in time." Charles responded

"That begs the question though why is he here in New York?" Ororo's voice now was heard

"I wish I knew Ororo I wish I did." Charles said he sounded confused, scared even.

"You told the others right." Ororo asked

"Yes they better be on alert he knows what Peter's face looks like." Logan responded in a growl. Peter had heard enough he decided to go into the living room. He took a seat on the couch, and saw this morning's Daily Bugle on the coffee table. He picked it up, and is heart fell deep into his stomach the picture was him rescuing the girls from the back of the bus, but the headline had a different story. "Wanted: Spider-man, notorious crime boss, and human trafficker." Peter felt sick as he read the story, he looked at the byline. "Picture, and Story by: Edward Brock Jr." He was going to have to have a talk with this guy, but right now he felt helpless. Spider-man was now a fugitive, and the one person who could clear his name, was shot in the head, by someone who whooped Peter's ass last night. He looked at the picture, and started to cry, he had never felt this worthless, and he had watched his aunt die right in front of him. He was wrong becoming Spider-man again was a mistake.

"Sugah?" A voice startled him he turned to face his friends, as well as Charles, Logan, and Ororo.

"You know none of us believe that right?" Bobby asked walking over, and putting a hand on his shoulder. Though he didn't trust Peter at first, he knew that Peter was a good guy who had horrible luck, and he was not about to let his new friend blame himself for this.

"That doesn't matter I'm a fugitive now, and now some ninja assassin knows my identity….I have to go." Peter felt tears still trickling down his face.

"I'm sorry, I just can't do anything right, I'm putting all of you in danger I gotta go." Peter met eyes with Charles hoping he would understand.

"That is out of the question!" Rogue all, but yelled storming towards Peter. Peter couldn't make eye contact.

"Yeah Peter we are a family." Kitty also walked over towards him.

"We can all take care of ourselves thank you very much" Logan growled.

"Come on man you aren't thinking straight." Scott said. He made eye contact with Jean who looked at him softly, and jokingly pointed at her head, it had become their own little joke after they had that talk in the halls of school awhile back.

"Peter I know you think that you are doing the right thing, but quite honestly it's just stupid." She smiled softly at him.

"Sugah...You aren't alone anymore get that through your head." Rogue carefully hugged him, and now Peter couldn't help but let a few more tears fall.

"So much bad stuff has happened to you Pete, and none of it you have deserved, but from now on sugah I will always be right here for you, and I don't know how, but I know that you will manage to stop the person actually responsible for this." She released her tight grip on him, and looked him in the eyes.

"I'm sorry, but if any of you get hurt…" Peter started

"It would be by our own choice, we aren't giving up on you that easily bub." Logan said unusually soft towards Peter, which actually made him smile. Peter wiped the tears from his eyes.

"Thanks guys," Peter softly smiled

"You are part of a family Peter, remember that every action you make has effects on all of us." Charles smiled up at him. Peter nodded his head and looked down. Rogue looked at him, and decided it was time for her to be brave she grabbed Peter's hand.

"Yeah sugah, so remember next time you want to take on some big baddie by yourself remember if you get yourself killed I will bring you back, and kill ya myself" She laughed, and Peter just smiled. He wasn't sure of how he was going to do it, but Wilson Fisk will be stopped.

 **Chapter 6: Hunted**

 **A/N: Wow 5 chapters I am sorry with how infrequent these updates are, but thank you to everyone who has either stayed with me or just recently discovered this story. Your support, and amazing comments are really what make me want to keep doing this so thanks.**

 **Also in response to a guest user: Shocker last chapter was really only OP due to Peter being rusty, and his equipment being upgraded.**

 **Also one last thing I am VERY excited for what's to come between Peter, and Kingpin, I have some BIG plans, and one heartbreaking moment with Taskmaster, I will just leave that there without spoiling anything. ;)**


	6. Chapter 6

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **Chapter 6: Hunted**

The car ride to school that morning had been a relatively quiet one following the events of earlier that morning everyone was worried about Peter, and took turns shooting him worried glances. Of course he didn't notice as he was staring off into space several thoughts racing through his mind. His thoughts were interrupted by his phone ringing however. He looked at the caller ID, and smirked seeing who it was.

"Ned good morning what's up?" He answered

"Peter…..what the actual hell?" Ned asked concerned, and spoke in a whisper as if he was being listened in on.

"Look I know that Rogue One might not have been your cup of tea, but I didn't think it was that bad, and we should give Disney more credit I trust them with this franchise." Peter cracked a joke, he wasn't dumb, he knew exactly why Ned was calling, but as any criminal could tell you Peter jokes, a lot when he is nervous, and right now he didn't want to have to explain the situation to his long time friend.

"What, Peter no not that. Care to explain why you are now a wanted criminal?!" Ned replied seriousness in his voice, which was a new one to Peter. He sighed

"Look man, you know I'm not capable of what I am being accused of…" He started softly suddenly aware that he was the only one in the van making noise.

"Of course I know that, but I want to know what shit you have gotten into."

"Long story short there is a crime boss that I am trying to take down, but everyone is pointing the fingers at me...well Spider-man." Peter tried his best to fill him in.

"Well is there anyway I can help? I trust you Peter, I can't sit on my hands and watch this through the local news." Peter instantly had an idea.

"Ned I need you to see what you can find out about Wilson Fisk." He asked hopeful that his friend's computer skills, and journalistic interest would help uncover something he could use in his favor.

"Uhhh yeah sure listen Pete, I'm not sure what you have gotten yourself into, but I'm sure you will easily overcome it, you have done it once before, and I believe you will again, I have to go though I will send you whatever I find I will send to you."

"Thanks bud talk to you later."

"May the force be with you." Ned jokes

"Back at ya." Peter smirked, and hung up. He looked up, and finally noticed his friends looks.

"What?" He said looking at all of them to which they all just muttered random excuses, and looked away nervously, Peter just sighed, and looked out the window. He knew they were all worried about him, but he hated it, he hated the feeling of being pitied, and he also hated feeling useless. Well as it was right now he was both, a chill ran up his spine as he recalled what the assassin said to him when he thought he was going to die yesterday.

" _You're not worthy of my time."_

" _You're just a foolish boy."_

" _I was expecting a challenge."_

Maybe he was right, Peter was totally outclassed he couldn't even make it a minute in their fight, if it wasn't for Logan he'd be dead. He had nothing against Fisk, and despite his wishes he was afraid Ned wouldn't find anything about him either. He looked over to Rogue who was sitting to his right, and Kitty to his left, then to Bobby, Jean, and Scott who was sitting across from him as was Kurt. He took a deep breath.

"Hey guys…" Peter started gaining all of their attention

"What's up?" Kurt asked

"Do you guys think I have what it takes to beat the Kingpin?" Peter looked down. He had been pinned between a wall, and the Goblin's glider, and watched on as he killed his aunt, he had been a ragdoll against the lizard, because he didn't want to hurt Dr. Connor's, but this was the most helpless he had ever felt. He was a wanted criminal accused of crimes that Fisk had done, he had no idea who Fisk was, or what he looked like for that matter. As it stood right now, he had lost.

"Peter of course you will, don't put yourself down like that." Kitty tried to reassure him, and rubbed his back.

"You've overcome so many odds before Pete, there have been several times where the odds were stacked in your favor, and you still came out on top every single time." Jean piped up.

"Not every time…" He thought about the two times he had fought Goblin, both times he got lucky.

"What do ya mean sugah." Rogue grabbed his hand. He sighed looking at her, and unknowingly started rubbing the scar on his chest.

"The first time I encountered The Green Goblin, he whooped my ass, I was outclassed in every way, and at the end of the fight he dropped the building on me...I was stuck there for hours calling out for help, of course I was able to pick up the rubble, and escape, but the second time we fought I was so caught up in the events of our last fight I got into my own head, that mixed with….certain events that night I was barely able to keep up with him. If he hadn't tried to impale me with his glider again, I wouldn't have won." Peter explained grimacing at the memories.

"Well you were obviously in his head as well if he made that big of a mistake." Bobby spoke up

"Yeah Peter besides that was someone who ya were not prepared for. Who did ya fight before then?" Rogue asked

"What do you mean?"

"What bad guys did you fight before you met the Goblin." Scott explained

"Oh well, Shocker came first, then second was Scorpion, followed by Sandman, and Lizard." Peter tried his hardest to remember.

"So up to that point you had faced what you called your lower tier villains?" Kitty asked, and Peter just nodded.

"There ya go sugah ya were just caught by surprise, and ya said that ya fought six other bad guys, before the Goblin so ya were probably pretty banged up from that." Rogue tried to comfort him

"Kid I believe in you. You will find a way to beat him, as for the assassin we will help you however we can." Logan's voice surprised everyone it was uncharacteristically soft. That actually caused Peter to smile, he was just getting worked up over nothing. Or so he hoped.

"Thanks." And with that he stared out the window for the remainder of the ride.

* * *

Unknown Location

"Mr. Smythe I trust you are utilizing all the resources I have given you." Fisk walked into a room filled with computers, and schematics standing in the middle of the room working on a little model was Spencer Smythe.

"Of course Mr. Fisk this project holds a special spot in my heart as you are well aware" Spencer glanced over to a picture of his son on a computer desk.

"So how will this thing work?" Fisk tried to make sense of what is written on the schematics

"The Spider Slayer will simply put be unstoppable, through the footage of some of his previous fights I will be able to program this thing to predict his every movement, and in turn defeat him." Spencer tried to explain, but he talked so fast that Fisk could barely understand what he had said, but it didn't matter to him.

"And when will it be ready?"

"It already is sir."

"Perfect...I do want to make one thing clear Spencer I want him brought here alive so we can talk face to face, but once he is here, and I am done with him I assure you, you can have your revenge in full." Fisk sternly commanded Spencer.

"But….okay fine as you wish sir." Spencer didn't bother arguing as he started typing stuff on his computer.

"I will need a general location of where he is though so that the Slayers are able to well attack."

"Leave that to me" Fisk smirked pulling out his phone.

"There is one more thing, Shocker said something about these people fighting alongside of Spider-man, one of them touched him, and he said it was as if he was being drained of all energy, there were others with these _skills_ as well, I'm curious have you heard of mutants?" Fisk asked

"You mean people who are born with a disorder like two left hands?" Spencer replied not sure of where Fisk was going with this.

"Not exactly I mean people with extraordinary gifts due to the presence of an extra gene titled the x-gene."

"Oh well now that you say so I do believe I have, but why are you asking me about it?"

"It is in my strongest beliefs that Spider-man is one of these mutants, if I were able to get you a mutant to experiment on do you think you can find a way to neutralize this gene?"

"Maybe, but I am more of a robotics engineer, not a geneticist."

"I'm sure that won't matter I have full faith in your scientific abilities."

"I will try, but where are you going to find a mutant?"

"As it just so happens I happen to know where we can find one…"

* * *

Peter was currently switching out his textbooks at his locker he looked over to where Rogue's was she was standing there talking with Jean, Kitty, and Carlie, he smiled seeing her, but it quickly fell of his face as his spider sense went off. He turned around and was met by an all too familiar nightmare, the Green Goblin was smiling down upon him. Peter started to shake he quickly closed his eyes, and then reopened them standing in the Goblin's place was Scott who was looking at him worried.

"Peter you okay you look like you just saw a ghost?" He said concerned

"Y-yeah still a bit jumpy from yesterday ya know." He tried to shake the Goblin from his mind.

"Oh man I'm sorry hopefully this assembly will get your mind off of things." Scott said patting him on the back. The two walked over to the for girls, and waited for Bobby, and Kurt. When they were there they walked to the gym as a collective. They went to the top of the bleachers Peter sat in the corner, Kitty sat next to him, and Rogue sat on the row below him. Peter just sat still while the rest of the school settled down. Once everyone was quite the principal grabbed a microphone, and started to speak.

"Hello fellow Bayville Wildcats as you are aware today is the big rivalry game between our school, and the Midtown Tigers." After he said the name of the rival school the gym erupted into " _boooos"_ Peter was surprised to see in his friends take part in the commotion. Peter smiled he was never one to take part of school sports, or assemblies like this at Midtown, but now it felt like he had a fresh start, and almost instantly he had forgotten about the Goblin, about Fisk, about the fact that he was a wanted criminal as the assembly went on.

"Yes, yes I know I know how you all feel about them, which is why I am pleased to announce that our star quarterback is 100% recovered." The gym again erupted in noise, but this time it was cheers, except for the group this time. Peter looked at Kitty who looked like a ghost he frowned, and patted her knee in support she looked at him, and smiled.

"So give a warm welcome to Lance Alvarez." The school again started cheering. As Lance walked to the middle of the gym, and shook the principal's hand.

"But that's not all, the real reason for this assembly after a few months of being in a coma please welcome back…..Remy LeBeau!" Rogue stood up straight as again the gym started cheering loudly. She got up, and walked off. Kitty looked at Peter who nodded, and got up to follow her. Rogue had stormed off to her locker.

"Anna" Peter walked up to her, and she didn't miss a beat throwing her arms around Peter, and holding him tightly. She started to cry softly into his shoulder.

"I'm sorry Pete it's just hard ya know. He was the first person to really make me feel like my powers didn't have to define who I am, but he betrayed us. When you walked off yesterday he said that he wanted us to forgive him, and that he still loved me." She regained her composure.

"What did you say?" Peter asked softly

"I just told him that I didn't feel the same, and walked off."

"What happened that he gets you worked up like this Anna?" Peter pulled apart slightly to look at her face, she sighed he told her something big this morning so it was her turn to repay the favor.

"There are these group of mutants that call themselves the brotherhood, Lance Kitty's ex is the leader of them, anyway they are like our Green Goblin if that makes sense, and so this one fight against them we were winning for what felt like the first time ever we were going to beat them, but he joined them, he took out Scott, and Bobby, and pretty much single handedly took everyone out, we were beaten, and forced to retreat as usual." She told him the story

"Anna I'm sorry you didn't deserve that, none of you guys did for that matter." She just nodded, and wiped her eyes.

"I'm a mess it's not liked me to get worked up over a guy I'm sorry" She tried to laugh it off, and Peter just smirked.

"If it makes you feel better I have been in two relationships both ended in disaster." Peter joked holding up two fingers.

"Ooooh two whole relationships aren't ya popular." Rogue laughed

"Yup. one lasted a whole week." Peter smiled

"No way."

"What can I say cat burglar's love me."

"Wait what. You are telling me that you Mr. Boy Scout dated a criminal."

"Maybe I am." Peter smirked remembering the person in question

"Who was the other girl, another supervillain?" Rogue raised her eyebrows in a joking manner.

"No unfortunately most of my villains are middle aged men." Peter joked

"That's not creepy at all…"

"But to answer your question do you remember when we went to the mall, and ran into my old friends?" Peter asked his tone becoming a little more serious.

"Yeah of course."

"She was the redhead. Her name is MJ we were actually friends for most of our life before then."

"Oh...what happened between you two?" Peter sighed

"Spider-man happened." He answered vaguely

"Hmmm" Rogue asked confused

"Shortly after she found out about me being Spider-man we got into an argument. She wanted me to quit being Spider-man, and I didn't want to stop so we had a bit of a falling out. Funny enough when I did quit being Spider-man she broke up with me to be with Harry." Peter explained

"I'm sorry Pete." Rogue put her gloved hand on Peter's shoulder, and he just smiled

"Ehh it's okay." He smiled at her

"We have quite the love life don't we." Rogue joked. Peter opened his mouth to reply, but the sound of students coming out of the gym interrupted him, he looked at his watch.

"Time for lunch c'mon if I don't eat enough my body will try to eat itself." Peter laughed at his own comment. Rogue nodded, and the two grabbed their lunches, and walked to the cafeteria, and took a seat at their normal table. Peter quickly started eating, he had skipped breakfast this morning, and was now regretting it big time, and Rogue just watched him with amusement, by the time the others had joined them, he had finished.

"Hey guys sorry about stormin off like that." Rogue turned to look at the group who smiled at her warmly.

"It's okay we understand." Scott says taking his seat, the others quickly agreed, and soon they were just joking, and conversing. Peter's phone started to buzz, and looked down to see who it was, "u _nknown caller,_ " he hesitantly picked it up, and answered as the rest of the group became quiet.

"Hello?"

"Hello is this Mr. Parker?" A low voice spoke from the other line.

"That depends who's asking?" Peter responded as his spider sense started to go off.

"A fan of your work, I must say you have quite a talent." The voice elegantly spoke

"My work?" Peter asked confused

"Your pictures for the Daily Bugle."

"Oh why thank you…"

"They are all just splendid. it's almost like you know exactly where Spider-man will be." The voice put emphasis on the last half of this sentence, and Peter felt a chill run up his spine

"I guess I'm just lucky." Peter nervously replied

"Possibly, but I have another explanation….Spidey." Peter's eyes widened, and sat up as straight as possible he started to sweat a little. He noticed the glances his friends were giving him. He took a deep breath.

"Who are you." Peter clenched his fist, and squeezed the phone tightly.

"Oh come now you know who I am…"

"No I don't that's why I asked!" Peter growled

"After spending countless hours looking for me last night, I'm surprised you wouldn't expect me to reach out to you." Peter's eyes widened

"...Fisk?" Peter questioned

"The one, and only." Fisk smirked to himself on the other hand, Peter used his free hand to wipe his face.

"How do you know who I am?" Once Peter said that his friends instantly shared a deer in the headlights expression.

"You need to be more careful who you trust my young friend."

"I'm not your friend." Peter retorted angrily

"And you aren't my enemy in fact I called to thank you. You see you were very helpful, if you hadn't interfered with my business yesterday I wouldn't have someone to take the fall."

"...Fuck you." Peter growled

"My my. I simply called to give my thanks, you have made my plan a whole lot easier, I look forward to our next encounter." And with that he hung up. Peter hadn't realized he had started shaking again until Rogue grabbed his hand.

"Sugah who was that?" She looked at him softly, Peter didn't answer, this was exactly like the Green Goblin situation.

"Pete?" Kitty tried next to get him to speak up. Peter just shook his head.

"Nobody it was just a wrong number." His friends just gave him confused looks, before he could say anything more his phone buzzed again, he looked down to see a text message it was an address, confused Peter turned decided he would check out the place during his patrol tonight. He quickly opened up Google, and searched for the address in question. It was an apartment complex not too far from Bayville High, maybe he could walk back to the mansion he thought. Seeing as how he was very into this his friends decided to just converse amongst themselves. A few moments passed, and Peter got out of his funk.

"Sorry about that I just spaced out a little what are we talking about?" He put his phone down, and looked at the group.

"Nothing really just trying to decide if we should stay after school, and go to the football game." Jean replied

"I think it sounds like fun" Bobby smirked

"I second him it's been awhile since we have gone to one of these things." Scott agreed

"As long as I don't run into Lance I'm fine with it." Kitty added

"I'm not normally big on these things, but it sounds like fun." Peter smiled at the three

"Well if your going sugah I guess I could go as well, that just leaves ya Jean." Rogue

"...Fine I'll go." Jean was in the same boat as Peter she wasn't a huge fan of these things, but if they were all going she didn't want to be the one left out.

"YES!" Bobby, and Scott high fived clearly they were the ones who brought up going to the game. Peter smiled as Bobby offered him a fist bump, and yet again he let his new found friends help him get over his worries, as they continued on conversing he let Wilson Fisk slip from his mind almost entirely, and before he knew it the school day was over. The group decided that before the game they would hang out at the diner that had become their main hangout location. As they were walking there they came across a rather tall apartment complex that Peter recognized the location that Fisk had sent him, except it didn't look anything like the pictures, mainly due to the fact that it was almost completely engulfed in flames. Peter looked around, and saw four fire trucks, as well as a couple police officers trying to calm down some people.

"Hey kid you can't go in there!" An officer stopped a kid from running into the burning building.

"Please Mister my mommy's still in there!" The little girl started crying

"We are trying to get everyone out, but the building will collapse any minute now." The officer tried calming her down.

"B-b-but my mommy!" The kid was full on bawling his eyes out now, and the officer was trying his best to calm her down. Peter locked eyes with Rogue, and an unspoken message was passed in between them.

"Peter Benjamin Parker absolutely not!" She yelled at him grabbing his arm.

"I have to Anna." Peter pleaded trying to get free from her grasp

"Peter it is way too dangerous up there you could die." She now looked at him tears threatening to fall it was a sight he hated, but his mind was made up.

"I'd rather die trying to save someone than stay on the sidelines, and watch helplessly." with that he freed his arm from her, and took off running to an alleyway. Rogue just looked on at the building praying silently that Peter would be able to get everyone trapped inside.

"Look up there!" Someone yelled turning their attention to Spider-man swinging into the building.

"What the Hell is he thinking!" Scott yelled to nobody in particular. Nobody answered they just all watched on holding their breaths.

"Come on Pete."

"Come on Sugah." Kitty, and Rogue said simultaneously.

* * *

The second Peter landed inside he started looking around for the girl's mother trying his best not to get burnt, or get hit by a wall that collapsed.

"Hello!" He yelled out, no response.

"Can anyone hear me!" He tried yelling louder, no response again. He continued moving through room to room until he came across what looked to be a closest he could hear someone crying inside of the closet. He quickly opened it, and was greeted by a woman Peter guessed must have been in her 30's she was holding a picture frame tightly. She looked up, and screamed.

"Hey, hey, hey shhhh you're okay I'm going to help you get out of here alright." Peter tried calming her down, but to no avail .

"Stay away from me! I know what kind of person you are! Y-you monster!" She yelled at Peter who flinched at her words.

"I'm trying to help you, I know you have no reason to trust me that's fair, but at least let me help you get out of her...for your daughter's sake." Peter tried again

"Don't bring her into this!" She screamed at Peter

"Listen ma'am she is outside right now being restrained by a police officer, because she wanted to come in here herself, now get up, and let me get you out of here!" Peter snapped back he understood where this woman was coming from, but who yells at someone trying to save their life.

"I won't go anywhere with you, criminal!" She screamed at him. Peter had enough of this woman's attitude, he stood up, and grabbed her arm pulling her up with him.

"Hey let go of me!" She slapped him with her free hand, but Peter just shrugged it off. He picked her up, and barely dodged a collapsing wall. He looked around for an exit, and found a window he started running over to it, ignoring the woman punching his back in protest of him carrying her, as well of her shouting to let her go. Just as he was closing in on their exit the floor gave out, and Peter started falling the woman able to escape his grip last second. Peter thanks to his super reflexes was able to catch himself from falling through the floor. He let out a groan of pain as he tried pulling himself back up, but his ribs that were alright hurt prevented him from doing so successfully.

"Please help." He begged looking at the woman who he was trying to save.

"What?! No way!" She snapped angrily, Peter sighed he didn't want to resort to this, but he had no other choice.

"Take off my mask…" He sighed looking her in the eyes. She was caught off guard by this.

"W-w-what why?" She stammered.

"To show you that you can trust me, you will understand if you just take my mask off." He pleaded, and felt his grip start slipping.

"I will never trust you!" She retorted, but sounded conflicted like she herself didn't believe her own words.

"Please...I can't hold on much longer." Peter started coughing he was breathing in a lot more smoke than she was at the moment. The woman stared at him for a second before taking a deep breath, and crouched down instead of reaching for his mask she grabbed his arm.

"...Grab on I will try pulling you back up." One look into her eyes, and Peter knew she was sincere he grabbed her arm, and with all her strength, combined with Peter's they were able to get him back up. Peter groaned, and held his ribs.

"Thanks I owe you one." He smiled at her from under his mask.

"No you don't...I'm sorry it's just I have some trust issues, and after I read today's paper….look I don't know you, but I do know you aren't a bad guy, after all you came in here just for my ungrateful ass...please forgive me." She picked the picture frame back up.

"It's fine don't worry about it, we need to get out of here just trust me okay." He offered his hand to her, and she cautiously took it. He picked her back up, and made a sprint for the window, avoiding as many flames, and splintering wood as he could before jumping out the window. The woman let out a loud scream, and Peter carefully aimed a web at a nearby building catching them before they could hit the ground. Once they were safely on the ground he let go of her, and the web.

"Mommy!" The little girl from before ran up to her, and jumped into a hug as several paramedics also rushed over to check on her.

"My baby!" The mother cried out returning the hug tightly. The little girl smiled up at Peter.

"Thank you Mr. Spider-man, I knew you were a good guy." Peter smiled under the mask again, and watched as the woman got checked up upon while the little girl clutched onto her for dear life. It was a heartwarming moment to him, and after everything that could go wrong had gone wrong recently this felt like a breath of fresh air. That is before he turned around, and was met with five officers all with their guns drawn at him. Oh boy is all he thought.

"Stay right where you are Spider-man or I will shoot you where you stand!" The officer at the front yelled, Peter just froze up.

"You are under arrest." Another one of the officers stepped forward holding up handcuffs, but before he could take another step closer the little girl ran in front of him.

"Move kid, this is adult stuff." The officer said simply before walking towards Peter.

"NO! I won't let you hurt him!" The girl yelled holding her arms out.

"Kid move now, and you won't get hurt!" The officer yelled, this caused other onlookers to get involved.

"Hey you wouldn't hurt a kid would you!"

"What kinda cops are ya!"

"Spidey just saved that woman's life!"

"Yeah he's a hero!"

Peter made eye contact with his friends who were all rushing over to him. They ran right in front of him, all in similar poses to the little girl, and so did a few onlookers, it went without saying Peter was touched, and he smiled despite the situation he knew he could count on his friends, and apparently a dozen strangers.

"Spidey's one of us."

"Yeah you mess with him you mess with all of us." The cop opened his mouth to speak, but instead a high pitched scream came from the building.

"Oh my god someone is still up there!" Peter shrugged off the people protecting him.

"I'm going in there, someone still needs help." He spoke softly the officer looked at him. A few seconds passed by before he backed off.

"Hold your fire men! I want you to come back here once who save that person." He spoke up.

"No promises." Peter retorted

"Just Go!" The officer yelled. Peter started running towards the building, and shot a web to swing in, as he was about to re-enter the building a loud bang was heard, and Peter crashed through a window. Everyone's eyes widened, and turned to the source.

"I said to hold your fire!" The cop ran at the officer who was holding his gun up with smoke coming out of the barrel, and tackled him to the ground.

* * *

Peter crashed through the window, and landed with a thud on the scorching ground, the floor yet again collapsed under his weight, but this time he wasn't able to catch himself, and he fell to the next level of the building. He landed painfully on his arm he slowly got up, and noticed he couldn't really put much weight on one of his legs he looked down, and notice blood spilling from his ankle, and it clicked he got shot.

"Son of a bi-"

"HELP!" The same high pitched voice from earlier called out interrupting him. Peter limped over to where he heard the voice.

"Hello!?" He called out.

"HELP!" The voice called out again, Peter followed the sound, and found what appeared to be someone huddled under a blanket.

"Hey I'm here to help." Peter spoke softly limping over.

"HELP!" The voice yelled again.

"Yeah that's right it's me your friendly neighborhood Spider-man."

"HELP!" They called out again, Peter got confused, maybe they are deaf he thought. He placed a hand on what he thought was their back, but found it to be harder than a person. Taken aback, He removed the blanket, and to his surprise a giant silver….thing stood up. It had eight legs, a roundish body, giant red eyes, and pincers. So it was a robotic spider that was taller than Peter, he gulped.

"HELP!" it shrieked again

"Ummm…" Was all Peter could get out before one of it's giant metal legs swiped at him sending him crashing through a couple of weak walls. Peter could feel his skin burning up. Note to self Heat resistant suit is a necessity. He stood up cringing in pain as the robot in unbelievable speed rushed over, and attempted hitting him again. Peter dodged it barely.

"Yeahhhh I'm going to go with no." He said catching one of it's legs, and started pulling using all his strength he was able to tear it off cleanly.

"You didn't need that did you?" Peter quipped, the robot snapped it's pincers, and to Peter's horror the leg reattached itself.

"I'm sorry…" He looked up scared the robot responded by raising its arm again, and swatting Peter this time he crashed through a window, and started free falling to the outside. He landed on the roof of a car smashing through it, crying out in pain Peter tried getting back up, but just made the pain worse. He heard screaming, and people running away, and gunshots ringing out. He looked up, and saw the robot standing in the hole it had just created looking down. Menacing red eyes staring at Peter. It started moving it's legs, and climbed along the side of the building, bullets just bouncing off of it. Peter got up, and prepared to attack it as well. He shot a web at it, once it stuck on to its body he tried pulling it off the wall, but man that thing was heavy. The robot raised one of its arms, and suddenly the end of it split, and as if they were a pair of scissors cut Peter's web, causing momentum to take over, and send him crashing to the ground. Peter noticed the sound of gunfire had stopped, he turned to look, and saw that the cops were nowhere to be found anymore.

"Well crap…" He stood back up, and readied himself. Let's see brute strength didn't work let's try some aerial attacks. He thought. He jumped up onto a lamppost, and jumped at the robot attempting to kick it, but the robot simply just swatted him away. He crashed into the street groaning in pain. The robot climbed off of the wall, and stalked it's way over to him. It stood over Peter its red eyes staring at him, and then a lightbulb went off in Peter's head. He shot a web at its eyes blinding it, then he sent a forceful kick with his uninjured leg at its body sending it back a few feet landing on its back. Before he could celebrate this victory though it quickly recovered standing back up. Raising its arms again turning into shears it cut the webbing from it's eyes, and glared in Peter's direction. Peter tried to stand up, but it was too fast in a heartbeat it was standing above Peter pressing its front two legs down on Peter's arms, as if saying the same trick won't work again. Peter's eyes widened at his revelation.

"It can learn that's not fair!" he cried out. The robot lowered its face it's pincers wrapping around Peter's neck. He didn't have to be a genius to know what it was trying to do, it was trying to freaking behead him like it was a giant robotic guillotine. Thank God through a red blast shot the robot off of him. He looked up, and saw Scott, and the others running towards him in their X-men suits. Rogue rushed over to him, and offered him her hand he graciously took it, and allowed her to use her super strength to pick him up. He wrapped an arm around his shoulder, and put absolutely no weight on his injured leg. The rest of the group walked up to him. He turned to look at Scott.

"Scott if you weren't spoken for I would be all over you right now." He joked to which he got some smiles in return. Scott laughed.

"Anyway Pete….who's your buddy?" Kitty asked wrapping her arm around him as well to help support him.

"Don't know this is a very very new one." he laughed, but quickly stopped when the robot stood back up.

"Well guess we are just going to have to wing it." Bobby started shooting a beam of ice at it, and it reacted by….slowing down? Then it clicked.

"Bobby that thing doesn't like cold!" Peter yelled, bobby didn't need to be told twice, and continued shooting ice beams at it. It continued moving forward before freezing in place.

"Well that was anticlimactic…" Scott said baffled at the situation.

"So does this make me a better crimefighter than you Pete?" Bobby quipped smugly, Peter just laughed.

"Whatever floats your boat." Peter continued laughing. A strange beeping interrupted them, and then a robotic voice came from the droid.

" _Systems freezing critical failure imminent…"_

"Ummm Critical what now?" Bobby asked looking at Peter who raised his eyes.

"It means HIT THE DECK!" He yelled, and they all ducked in time for the droid to explode sending metal scraps everywhere. Peter looked up, and noticed that the building that was previously engulfed in flames was….gone in its place was a pile of rubble. Something clicked though, Fisk sent him this building's address, this robot was waiting for him in that building, it was a trap. He had just been played, and that meant it was time to get serious.

"Sooooo who's up for the football game…" Bobby asked as if nothing had happened. Then again he could get serious in like a week when he had fully recovered.

"A thousand times me!" Peter groaned taking off his mask, and smiling at them, but first he needed a shower, something to eat, and to get his ankle checked by hank.

* * *

Unknown Location

"Mr. Fisk….I'm sorry…" Spencer Smythe looked up from the computer where they were watching the live feed from the Spider Slayer.

"I thought you said it was unbeatable, and yet it wasn't immune to….cold weather?" Fisk snarled trying his best to not lose his temper.

"A simple miscalculation I assure you it won't happen again!" Spencer cowered in fear of Fisk who looked like he would strangle him at any second.

"For your sake it better not!" Fisk let his calm demeanor go.

"Just one more chance that's all I ask, and some more time...please I assure you it will work next time."

"Fine one more chance after all you did do a good job with the power nullifier I asked for, but if you fail me once more, your son's hospital bill will look like a check from a fast food restaurant compared to yours!" Fisk screamed at the poor old man.

"...Yes sir, sorry sir, it won't happen again." Spencer gulped Fisk turned, and stormed out of the room.

"It better not." And with that he slammed the door leaving Spencer shaking in fear to get back to work alone.

* * *

"Sugah are ya sure you should be putting pressure on that ankle?" Rogue asked worried with an arm wrapped around him as he limped beside her.

"I'm fine, but thanks for your concern." Peter smiled at the two as they walked towards the snack shack since the game was at kind of a slow point.

"Hey by the way Anna...thank you." Peter suddenly stopped, looking her in the eyes.

"Oh uh your welcome...but for what? I didn't help in the fight today." She responded confused.

"Maybe true, but you have helped plenty over these last couple of months, you were the first person to truly take me in, you've listened to my sob stories, and most importantly you've been the one who has made me feel like I am worth something again." Peter started Rogue just looked at him blushing a little.

"I was just being a good person, no need to thank me." She smiled softly at him.

"Well you did a good job at that, but I just wanted to thank ya for being a good friend, you're the best friend I could've asked for, and trust me I've asked a lot." Peter joked, but his words were absolutely sincere. Rogue smiled at him.

"Awww shucks sugah you're my best friend too." Peter smirked, and gave her a hug careful not to put too much pressure on his ankle. She didn't know why, but she felt something in her stomach knot up when he said she was his best friend. It wasn't because of happiness though, she knew she liked Peter, but did Peter like her back. There was only one way to find out she took a deep breath, and with all the courage she had opened her mouth, it was now or never.

"Actually Peter I need to tell you something…" Peter looked at her waiting for her to continue.

"Ya see the truth is I kinda...ummm…..I dunno…..I guess what I'm trying to say is." She stuttered, the usual confidence of the southern belle seeming to vanish instantaneously.

"Anna? Everything okay?" Peter raised an eyebrow looking at her almost amused being a nervous person was his thing.

"Yes!...Or no…...maybe…..I don't know….It's just that I l-l-like...you?" She managed to stutter refusing to look at his eyes. Peter's eyes widened in surprise.

"Wait, what now? Am I on a prank show?!" Peter joked, Rogue however wasn't laughing.

"No you jackass! I genuinely like you. Your sweet, funny, brave, strong, smart, cute, you check off literally all the checkboxes." She started blushing furiously to the point where her face was quite possibly redder than her hair.

"I know I was only trying to lighten the mood." He smiled at her softly. Wait did that mean he didn't like her did she just ruin this friendship, was it going to be all awkward now, she could fight incredible battles against whatever was in the danger room, but she was still only a sophomore, in fact she'd rather be going through one of Logan's punishment Danger room sessions than waiting for him to answer. Before her brain could continue Peter opened her mouth to speak.

"Anna I like ya too, I just didn't figure you liked me as well as stated earlier I am quite the dufus when it comes to this stuff." Peter smiled at her blushing just the tiniest bit as well.

"Wait hold up why, you know we can't touch isn't that a dealbreaker!" She stammered trying to figure out why he would like her, the only other person to like her was….Remy.

"You can't get rid of me that easy Anna." Peter smirked at her

"I mean look at you, you're gorgeous, share my sense of humor that's always a plus in my book, plus you've taught me to be happy again. For the first time since Aunt May's death I am happy, and that's because of you, and the others I guess, but mostly you." Peter's smile became bigger as he watched Rogue's face somehow become even redder.

"W-w-well then Peter Parker will ya be my…" Before she could continue the moment was rudely interrupted by a new arrival. One who made Anna's face instantly fall, and she suddenly became insecure, which was not something she did. The person in question had silky smooth red hair compared to her naturally uncontrollable curly hair. Rogue was taller than her, but that wasn't saying much seeing as she was taller than Peter at least by an inch. She was wearing cut off jean short shorts a low cut white shirt that showed off her figure compared to her more toned, and athletic body hers was more skinny...like beauty standards skinny, if she hadn't known better she would've thought she was a model. All these insecure thoughts went away though when Peter grabbed her hand, and gave it a squeeze. She looked up, and smiled at him turning to hide her blush from the newcomer who didn't even seem to acknowledge Anna as her eyes were fixated solely on Peter.

"Hey Tiger…"

 **Mwhahahahaha cliffhangers are fun aren't they. Seriously though I am sorry for how long this update took, but don't worry I will be better….hopefully seeing as the next couple of chapters will be close to my heart. I also figured that you guys had waited long enough so there ya go they are together….or are they ;). I hope you all enjoyed this chapter.**

 **Chapter 7: Face to Face.**

 **I don't know when I will start working on it or when it will be up, so small spoiler Spider-man, and Fisk meet….Face to Face, says it in the title so not too sorry.**


	7. Chapter 7

**jA/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **Chapter 7: Face to Face**

 _About a year ago._

 _Peter was currently in his room tinkering with his web shooter after it short circuited earlier in the night._

" _Stupid Vulture. Stupid rain. Stupid spider" Peter mumbled after a few more minutes of tinkering he realized that his web shooter was past the point of no return he threw it into a box of scraps in his closet._

" _Guess I will have to design new ones, note to self water-proof them." Peter spoke to himself walking over to his laptop, and opened up his engineering application, and started working on a new design._

" _Well I'm at it might as well upgrade the rest of the suit…" Peter glanced at his suit that was spread out across his bed, he had made the suit for the purpose of wrestling consisting of a red, and blue hoodie with a logo of a spider he drew in the center out of sharpie, red sweatpants, blue tennis shoes, a red face mask with two cut out eye holes, and sunglass lenses he broke of. The suit wasn't by any means as pretty as pretty as Iron man's armor, or as tough as Captain America's shield, but it did it's job it protected his identity (And though he wouldn't admit it helped to hide just how terrified he was at times.) But it had taken quite a bit of damage. He could see burn marks from Shocker, scratches from his bouts with Scorpion, Dr. Connor's from the incident, he is still cleaning out sand from Christmas eve's meeting with Flint Marko, and after tonight's fiasco with Vulture a tear in the mask, and one of his eye lenses was shattered. Peter took a deep breath he had only been Spider-man for a few months, and already he had nearly died more than any normal human who lives into their hundreds. His eyes wandered his bedroom, and landed on a picture frame next to his bed._

" _Uncle Ben….I stopped another lunatic tonight, I hope your proud of me." Peter smiled to the picture. He again spun in his chair, and started working on redesigning his suit._

" _Let's see I've grown fond of the red, and blue, so let's start there…" Peter spoke to himself as he worked._

" _Peter sweetie!" The voice of his aunt came from outside his room._

" _Yes May?" He called back._

" _Can you come out here for a second?"_

" _Yeah, I'll be right out!" He exclaimed, and saved his current design, and closed out of the application before closing his laptop. He walked, well limped out to the living room where his Aunt was sitting on the couch conversing with Ben's old friend Otto Octavius, and the old lady who lived in the apartment next to theirs Anna._

" _Uh oh what did I do?" Peter smiled as he stumbled into the room._

" _Nothing sweetie we were just talking, is your suit ready?" Aunt May asked with a smile of her own. Peter's however turned into a frown, and his eyes widened, crap was all he could think of._

" _Uhhhhhhh." Real smooth there Pete._

" _See what did I tell you May, he doesn't want to go." Otto smiled at the boy's reaction._

" _Oh nonsense Otto it's his Freshman year of course he's going." Anna chimed in_

" _I'm in agreement with Anna, Peter you should definitely go tonight Homecoming is always fun." May smiled at her nephew, and watched as he took a breath to steady himself._

" _I forgot that was tonight." Peter laughed it wasn't a lie….completely he had been really busy as of late, but at the same time he didn't have a date, and yes Peter was labeled as the loser of Midtown High, but he was not about to show up to Homecoming without a date, Flash would never let him live it down._

" _Oh I know honey that's why I took the liberty of getting a suit ready for you…...it's one of Ben's old ones." May said the last part in barely a whisper, it was easy for Peter to forget that the night his uncle had been murdered his aunt lost someone close to her as well, she was so strong throughout the whole ordeal, and Peter wondered how anyone could be as strong as her, he loved, and admired May for that, well scratch that there was a lot of reasons he loved his aunt, some kids were momma's boys, and Peter definitely fit in that category._

" _Well thank you May, but I still don't have a date, and I don't to be that guy who doesn't show up with a date." Peter blushed God did he sound like a loser._

" _That's where Anna comes in." Otto laughed Peter's eyebrows raised, and looked over to Anna._

" _May didn't tell you dear?" anna asked with one eyebrow raised._

" _Tell me what? Aunt May what's going on?"_

" _I guess it did slip my mind." May laughed_

" _What did?"_

" _Nothing much Peter dear my brother's daughter Mary Jane moved in with me, she's your age so I told her that you two would go together."_

" _Wait hold up what?!" Peter shrieked suddenly nervous._

" _She will be here any minute now come to think of it." Anna said glancing at her wrist watch._

" _That means go get changed pete, I'm sorry looks like you don't have a say in the matter." Otto smirked not looking necessarily sorry. Peter quickly sprinted out of the room, and grabbed the suit from Aunt May's room, and changed as quickly as he could. The second he stepped out of his bedroom a flash blinded him. When his eyes readjusted he saw his aunt smiling holding up her camera._

" _Awww you look so handsome sweetie" May gushed ruffling Peter's hair._

" _Hold on a sec." Otto stood up from his chair, and fixed Peter's tie, when he finished Peter noticed his hands shaking a little._

" _Otto are you okay?" Peter asked concerned._

" _Yeah of course don't worry pete." otto smiled at him putting his hands in his pockets. Peter wasn't convinced, but shook it off the second a knock on the door was heard. Peter took a deep breath to calm his nerves, and walked over to the door. He opened it, and nothing in the world could have prepared him for what was standing on the other side. She was beautiful, Peter couldn't believe this was real his jaw dropped._

" _M-m-Mary Jane?"_

" _Face it tiger….you just hit the jackpot."_

* * *

Present Day.

The memory was playing over, and over in Peter's head as well as a few others, their dance at Homecoming, MJ kissing him on Christmas under the mistletoe, the date at New Year's in Times Square when they became official, revealing his identity to her, and the fights that followed, and inevitably the break up. It was after a fight with Vulture he was a little banged up, and she had enough of it, and tore him a new one, granted he might have overreacted in ending the relationship, but he wasn't about to drop being Spider-man, because of a cut. Peter finished buttoning his shirt, and looked at himself in the mirror. He was wearing Khakis, and a black button up shirt, he strapped on his two web shooters just in case, and threw on his black peacoat. He looked in the mirror one more time decided he looked good enough, and walked downstairs. He walked into the living room, and saw Bobby, Kitty, and Rogue sitting around the room watching TV. His sudden entrance got the attention of them, Kitty, and Bobby looked at him, but Rogue just scoffed, and looked at the TV again. Bobby smirked, and let out a whistle.

"Dang Parker lookin sharp!" He teased, Peter smiled at him, and looked at Rogue's direction, and sure enough she was still not making eye contact with him.

"Peter are you going anywhere?" Kitty asked him smiling, unfortunately for Peter, Rogue finally looked from the TV, looking right at him, and yup, he was terrified by that look.

"He has a date!" She spat out venomously causing Peter, and Kitty, to back off a little in fear, however Bobby was less observant.

"So why aren't you dressed yet Rogue?" Rogue sent him a death glare to end all death glares, and opened her mouth to say something, but the doorbell rang at that moment. Parker luck at it's best. Peter cautiously walked to the door trying to avoid Rogue's glare unsuccessfully of course. He opened the door, and was met by MJ when she saw him she shuffled a little nervously.

"Hey Pete." Was all she managed to get out, but she put on a stunning smile oblivious to Rogue's death glare that was now aimed directly at her.

"Heya there MJ how are you?" He asked trying his best to avoid the 3 pairs of eyes staring into his back.

"I'm doing okay, you?" She got out still a little awkwardly.

"I'm fine, a little hungry though." Peter didn't know what to do so he just matched her smile. Of course the door was open, and Rogue scoffed at the sight.

"Get a room ya two!" She snapped, Bobby and Kitty made eye contact and decided that was their que to walk out of the room before Rogue took of her gloves and drained either MJ or Peter…..or both.

"Oh yeah we should go before we miss our reservation huh?" Peter said not daring to look at Rogue. A week ago he was about to ask her out now he had to tiptoe around her just because he agreed to hang out with MJ cause she wanted to explain stuff to him it's not like it was an actual date, at least that's what he thought Rogue definitely felt differently.

"You're right as usual tig-Pete" MJ caught herself, she knew she hurt him and was on the thinnest line in the history of thin lines.

"Shall we?" Peter asked walking out and Mj nodded and led the way to her car that was parked at the bottom of the freakishly long driveway. So they had some more awkward silence to look forward to.

* * *

Rogue was staring lasers at the door, she sighed just because her X-men suit was green doesn't mean green was her color. In lamest terms she was jealous, and she hated it, but she couldn't help it. She had only liked one other guy before and just when she got over him and moved on the new guy she had fallen for was a word away from asking her out, but no Miss Perfect had to show up and ruin that. Now she didn't now Mary Jane enough to hate her, but she just showed up out of nowhere and Peter dropped everything for her. She needed to punch something she finally decided. She got up and stormed off to the Danger Room. She threw on her suit and jacket and walked over to the controls she programed it she walked in as a few robots, turrets, and various other traps, and obstacles came into existence.

"Show time." Rogue cracked her knuckles and neck and jumped up into the air and started to fly. She dodged the lasers being shot by the turrets and flew down at a robot and threw a punch at it smashing it to pieces as another one came at her she kicked at it taking it's head clean off watching with some sense of satisfaction as it crumpled to the ground. She picked up another robot coming towards her and threw it at one of the turrets shooting at her smashing both on impact. As she continued her path of destruction Kitty, Bobby, Scott, and Jean watched on partly in amusement, partly in fear, and partly because they were worried for their friend the last time this happened was when Remy showed his true colors for lack of a better term.

"Soooooo is this sexual frustration or just jealousy?" Bobby joked trying to lighten the mood

"The difference being?" Scott joked back

"Well if it's jealousy she is only mad at Peter if it's the other one, let's just say there will be no place to hide even in this mansion." Bobby smirked

"Neither one of those options is beneficial for our health….How's Canada this time of year?" Scott smiled at Bobby as they joked around. This went on for awhile until they looked back into the room and saw the Rogue was standing amongst a giant pile of broken robot pieces not a scratch on her. She stormed out of the room and walked into the control room causing Bobby and Scott to stop their jokes just now realizing the glares from Jean and Kitty they smiled at them innocently.

"What's my score?" Was all Rogue said taking off her brown leather jacket and picking up a towel.

"Let me check…" Kitty said walking over to the computer.

"3,0000. That's a new record! Logan might be a little upset." Kitty's eyes were wide as she read off the screen turning to look at Rogue who she expected to be excited by this.

"That's it?" She scoffed

"Rogue that's amazing what are you talking about?" Scott gaped.

"It's just not good enough I'm goin back in." She grabbed her jacket

"No you're not stripes we found a new mutant." Logan walked in

"Sooooo suit up?" Scott asked

"Suit up."

* * *

Peter and MJ were sitting at their table at the nice little Italian restaurant that they decided to go to. They were currently conversing about tiny things (How they have been, school, stuff like that.) Then Peter decided to drop the big question.

"Why'd you ask me here MJ?" Peter deadpanned looking up from his food. MJ sighed she knew that this as coming, but that doesn't mean she was ready.

"I wanted to apologize, ya know for everything. I promised I would stay with you and I didn't and for that I'm truly sorry." She apologized though Peter didn't really buy it, in fact he called her out on this.

"MJ, cut the crap. If you were really sorry you would have stayed there through everything. I needed you, I was by myself, sad, and where were you?!" Peter scolded

"Pete...it's more complicated than you think I didn't just leave you for no reason, I HAD to."

"What the Hell does that even mean?"

"It means Harry has changed and knows you are Spider-man!"

"What how?" Peter's jaw dropped he never told Harry that.

"So you don't actually know I knew there was more to his story…"

"Know what? What story MJ start making sense please." Peter's little spurt of anger had vanished and was replaced with confusion.

"H-His father…" MJ started and choked up a little her nerves kicking in.

"Was in Oscorp when it went boom? Yeah….I knew that, it's why he hates me now right?"

"Not exactly Pete, there's more."

"What does that mean I asked Norman to go there and get me Dr. Connor's research and He didn't escape the building when the Goblin and I were fighting. How can there be more to it?"

"Oh tiger, Norman wasn't in the building, but the Green Goblin was." MJ said softly and with a click the biggest mystery in Peter's life was solved. He thought back to his first fight with the Goblin, at the Osborn's penthouse. The way he had started appearing and disappearing randomly. The gear stolen from Oscorp a place that was said to be harder to break into than the Pentagon, but it couldn't be true could it. Yet it made so much sense he had been so blind and stupid. Shocker had Oscorp gear. Vulture, wings produced by Oscorp. Scorpion had a modified Oscorp suit of body armor. Otto worked for Oscorp, and so did Connors.

"Norman Osborn was the Green Goblin!" The words left a bad taste in his mouth he hated it but now that he actually thought about it, it made too much sense, there was no doubt about it. Peter Parker's world had been flipped upside down. His ex-best friends father who was like a father to him (Second to Uncle Ben of course) was his arch enemy. The one who trapped him under a collapsed building leaving him to die, the one who was in charged of the Sinister Six. The one who killed his Aunt right in front of him….The one he let die. The one who still haunts his dreams. He felt a cold shiver go up his spine and could faintly hear his cackle and remembered his exact words during their first encounter.

" _Oh Petey I'm hurt you don't know who I am I know everything about you, your powers, everything. Allow me to tell who I am, I am the monster that hides under your bed or in the closet, I'm the cold shiver that runs down your spine, I'm the yin to your yang. I'm every nightmare you have ever had morphed into one. My name is The Green Goblin and you are going to remember me for the rest of your life…"_

"Peter...I'm sorry I thought you knew. At least that's what Harry told me." MJ snapped him out of his trance he reached for his glass of water and noticed his hand was shaking. The sight of his Aunt laying before him lifeless after The Green Goblin had snapped her neck. That was Norman, it was all too much to take in, part of him hoped Rogue wouldn't be mad still when he got home, because he needed someone to talk to. Once upon a time that had been the beautiful girl sitting in front of him, but they weren't there anymore, at least not yet.

"W-w-what did he tell you?" Peter stuttered

"He told me that you knew Norman was The Goblin and basically twisted the story like you were the bad guy, but I didn't believe him, he's changed Peter I wanted to tell you, but.."

"Changed how?" Peter interrupted her suddenly worried for his one time friend.

"H-he threatened Aunt Anna Peter, and he wanted to hurt you, so he told me to stay away from you so that he could hurt you at your weakest or Anna would die. Pete you have to understand. I didn't want to abandon you, he made me..."

"I do understand Mary Jane, I'm not mad at you anymore, I'm worried though. Harry knew his dad was the Goblin, what if that's how Goblin knew I wouldn't be home." Peter sighed hating the fact that everything fit so perfectly into place, maybe he knew and he just didn't want to believe it, but deep down he knew he had been played by the very people his Uncle warned him about, Osborns.

" _Peter I know you and that Harry boy are getting close but please be careful I have never met a rich person who doesn't have a few skeletons in their giant closets, but Norman….He worries me. I don't think he has just a closet full of skeletons."_

The words of his uncle now flowing through his head he made eye contact with MJ and she frowned like she knew exactly what he was thinking about.

"Listen tiger I'm sorry I am so sorry I should have been there for you when you were grieving." MJ said softly looking down. Peter smiled warmly at her.

"MJ, yes I was mad, but you decided to talk to me, I'm over it we can be friends again, I only wish you had told me sooner. I'll talk to Harry sometime promise." She looked up and smiled at him.

"How do you do it?"

"Do what?"

"So much bad stuff happens to you, and you can still be the greatest person in the world. You could have been one of the most scary villains, and yet. Yet you are the greatest hero period." Peter smiled at that comment with all the negativity thrown his way recently this was a breath of fresh air.

"Yeah well the rest of New York doesn't quite agree with you on that, and to answer your question, it's been hard really hard, but my new friends. Rogue especially has helped me get through this."

"Rogue? Is she the pretty girl you were with last Friday?" MJ asked racking her memory.

"Yup! The very same. She's just sooooo...awesome ya know." Peter smiled brightly thinking about her. MJ laughed.

"Oh my God Peter Parker you just have a thing for redheads don't you?!" MJ laughed out, Peter just blushed.

"Maybe I do so what!" Peter joked

"Does she also have a pet name for you Tiger?" MJ used her trademark nickname for Peter teasingly.

"...sugah….." Peter's face was as red as MJ's hair now.

"Awwww oh my God, I ship it." MJ was now laughing so hard Peter wasn't sure if she was breathing.

"Okay so there are a few similarities to previous girlfriends…" Peter started

"A few?! Peter you have had three including Rogue, me, and Liz Allen. All three of us are redheads, who have cute little pet names for you, and are taller than you, and…" MJ started.

"Hey hey hey hey hey, Liz Allen does not count, I had a crush on her, but we never dated!" Peter argued knowing that he had lost this one.

"Yeah a crush that Ned told me lasted six years, and so what if you never dated you were still smitten with her so what's so different?"

"Ummm Rogue is from Mississippi?" Peter asked/jokes

"Uh huh...Peter Parker over her, you don't stand a chance with him unless you are a redhead and are taller than him."

"Hey I am still growing thank you very much! I'm not short, I'm just a late bloomer." Peter changed the subject before MJ could continue her teasing.

"Mmmhmm okay shortie."

"Oh come on!" Peter started laughing, it was just like old times. Before the waiter came over and placed a giant creme brulee on the table.

"Oh we didn't order that." MJ stopped laughing looking up at the waiter. He smiled at her.

"Of course not ma'am it's from that rather big man in over there. He also said not to worry about the bill." The waiter pointed at a man, well not man. Tank? No that's not quite, more of a mountain of a man sitting at a table with a gorgeous woman across from him. The man was wearing a fancy suit that was obviously tailor made to fit his body. He wasn't actually fat though was the thing through the suit Peter could tell he was built rather well. The woman across from him was thin but not sickly she looked like she had the body of one of those models that are on billboards, she had curly black hair with a white streak similar to Rogue's she was wearing a form fitting red dress. Just looking at the two Peter could tell they just screamed high class. He glanced at MJ who was smiling and wasted no time taking a bite out of the creme brulee, but he looked back at the man noticing the empty seat next to the woman and the man was looking back at him and nodded his head for him to come over. His spider sense started tingling. He whipped his head back looking at MJ.

"Get. Out. Now" He commanded urgently. He didn't want to take any risks.

"What why?" She asked confused

"Spidey sense tingling. Not safe go." He whispered

"Are you sure? It could be nothing." MJ looked around looking for what could have set off his spidey sense.

"MJ it's me, it's never nothing. Go I'll text you later promise."

"Okay if you're sure I trust you Peter." MJ started to get up and collect her things before turning around before she left.

"This was fun Pete nice to be talking again, and that Rogue girl better know she's freaking lucky be careful tiger." MJ smiled walking off. Peter sighed waiting until she was in her car and gone before standing up and walking towards the table ignoring his spidey sense.

* * *

The X-men were currently heading towards Newark where the Cerebro located the new mutant. According to Xavier his name was Morris Bench he had the power to manipulate water and he was currently in an abandoned hotel where he lived in by himself despite only being a senior in high school.

"So if things go south how do we fight water?" Scott asked adjusting his gloves.

"Easy bro ice freezes water right?" Bobby joked forming an icicle with his powers.

"Can I just say this feels like a person Peter would fight." Kitty laughed recalling the stories Peter told her about his colorful enemies.

"RIGHT! I thought I was the only one who thought that." Bobby exclaimed

"I mean he fought a dude who could turn into sand, water isn't that different in his crazy world right?" Kitty laughed

"Speaking of which do you think we should call him?" Jean asked causing the others to look at her strangely.

"Like why I think we can handle him ourselves." Kitty said with confidence

"Yeah we have more experience than him right?" Scott asked confused at his girlfriend.

"No, not like that just to let him know that we aren't at the house you know just in case he gets home before us." Jean explained shaking her hands in front of her.

"Oh yeah I suppose he should know that might freak him out to see an entire mansion empty." Kitty laughed

"Guys can we stop talking about Peter? Please?" Rogue snapped at all of them causing them to nod and back away from her. The jet had limited room as is, and an upset rogue in here would be like being trapped in a lion cage, but worse. Rogue looked out the Jet's window. She was definitely confused as to where her and Peter stood. For all she knew he had gotten back together with MJ, and had forgotten about her. Logan's gravely voice snapped her out of her thoughts.

"Everyone buckle up we are landing." He growled through the intercom. Everyone took their seats and fastened their seatbelts as the jet landed in the airport. They all got up and stretched before the doors opened and they all stepped out the cold air breezing against them. Rogue shivered she grew up in the south she hated cold, and she wondered how Peter went out every night in material that was thinner than their outfits. She hugged her jacket close to her body as the waited for Logan to back the van out of the back of the jet. Her mind went right back to Peter how he was so selfless, how funny he was, and how nice, she smiled. She knew she was a bit of a bitch to him earlier so she made a mental note to apologize when they got back and see about that date. She blushed when she realized Kitty had been calling her name and she looked around to notice the others giving her a weird look.

"Sorry spaced out there thinking about stuff ya know." She laughed

"Something or someone?" Bobby smirked knowingly causing Rogue's blush to deepen.

"Shut up popsicle" She muttered getting into the back of the van. Kitty, Bobby, Jean, and Scott all smiled at each other it seemed like she was out of her rut. They all stepped into the van and soon they were on their way to the hotel where Morris lived. Jean had told the group that he was apparently a troubled kid, like them all go figure. Lost his parents as they drowned on a fishing trip. Kicked out of every school he went to. Bullied by everyone and thought of as a freak. So the typical "I'm a mutant." starter pack. They reached the hotel building which wasn't run down and crappy like they all imagined, in fact is was luxurious. They all exchanged glances and walked inside they reached his room thanks to Jean. They could hear multiple voices coming from the other side. Logan knocked and the voices stopped.

"Who is it?" A voice called out….one with a very distinct Russian accent, one that sounded all too familiar. The group looked at Jean who closed her eyes and focused. She opened her eyes and they went wide.

"Brotherhood's here…" She whispered

"No way they beat us here?" Rogue whispered back in shock

"Emma's work probably…" Logan muttered

"Well like what are we supposed to do? We can't just leave." Kitty asked

"I don't think we have a choice we can't risk confrontation." Scott proclaimed

"Like Hell I say let's fight, I owe Silver one for my broken leg." Bobby said as his body became engulfed in ice.

"Drake stand down." Logan ordered

"What are we going to do then Logan we don't have a plan this is as good as any." Bobby argued. Logan opened his mouth but something seemed wrong he looked and his eyes widened, how did they not see that. Surrounding them was a giant ring of water it was spinning like a top. He turned around to see that the door was open standing in front of them were a short kid with greenish skin shoulder length black hair and slime covering his body, Toad. A big kid with a darker complexion short brown hair and black armor, Lance Alvarez aka Avalanche. A lankier kid wearing black spandex with a blue lightning bolt going diagonally across his chest he had spiky silver hair, Peter Maximoff, Magneto's son The Quicksilver. And Someone else he had a similar build to Lance, except he had shoulder length blonde hair and blue eyes. He was wearing a grey jacket with a green shirt and black jeans. He had his arms extended. It didn't take a genius to guess who this was, Morris Bench.

"Are these the guys you were talking about?" Morris asked Peter with a thick New Jersey accent.

"The very same Morris meet the X-men." Peter replied glaring at them.

"What are they doing here?!" Toad asked revealing his super long tounge.

"Like we could ask you creeps the same question!" Kitty growled not taking her eyes off of Lance. All of them minus Quicksilver were students under Xavier, Lance was the first to turn, followed by Toad, then Angel, then Blob, and of course Remy. She gritted her teeth and got into a fighting position. The others followed, Logan's claws came out, Rogue, Scott, and Jean got into a position like Kitty's.

"We came here to help our new recruit here pack his stuff." Lance retorted no emotion present in his voice.

"New recruit? What did they tell ya, because it ain't true!" Rogue said looking at Morris.

"All they did was open my eyes. I have this power and I've been afraid to use it, until now!" Morris yelled as the ring of water surrounding the X-men started closing in on them. It also started to pick up speed and expanding until it was no longer a ring, it was a whirlpool the roof and walls gave in and broke.

"Bobby freeze the water!" Scott yelled and Bobby nodded he shot a beam of ice directly at the water, it did not have its desired effect as the ice melted right on impact and turned into more water that got absorbed into the whirlpool. Rogue quickly put two and two together.

"The water is boiling don't let it touch you!" She yelled looking for a way to escape and saw the hole in the roof. She and Jean could fly, but she knew they couldn't get everyone out in time. Then a light bulb clicked in her mind.

"I gotta plan!" She said jumping off the ground and flying out the top off the whirlpool, she turned midair and crashed through the roof tackling Morris. The second his concentration broke the whirlpool lost its form and all the water just splashed onto the hallway floor. She didn't have a second to pat herself on the back because she felt something wrap around her waist and in a instant she was thrown into the wall crashing into Morris' room. She stood up and saw Toad smiling at her through the hole in the wall. But he was blasted by a red beam and slammed hard next to Rogue who looked down at him with her best pissed off expression, and it worked because she heard him gulp. She raised her ungloved fist but was taken down by a sudden streak of blue.

"Toad get up!" Quicksilver commanded

"Yeah, yeah, yeah." He said getting back up to his feet. Outside in the hall Lance and Logan were engaged in a dodge fest neither one able to land a hit on the other, Jean using her powers to throw stuff Lance's way trying to distract him. Morris had gotten back up and had formed two whips out of boiling water and was fending off Scott, and Bobby's attacks. Bobby made ice punching gloves essentially and was waiting for an opening while Scott was trying not to get hit by the whips. Scott had an idea and shot a blast at the floor causing it to crack and break opening a hole in the ground causing Morris to fall down a level. Bobby took that as his cue to jump down and throw a bunch, but to his (and Scott's) surprise Morris liquified himself and reformed hitting Bobby from behind sending him into a wall making him blackout. He turned back into a liquid and went through the hole in the wall reforming again behind Scott throwing a punch, Scott was prepared and evaded it throwing a kick of his own but just succeeded in getting his leg wet as He had again turned into water again getting behind Scott this time successfully hitting him Scott fell off his feet, luckily Bobby had woken back up and came back in just in time forming an ice wall just as a wave was about to hit Scott. The wall melted on impact with the burning water, and created a wall of steam. Morris reformed again and smirked looking at all the steam.

"Wanna see something cool." He smirked he willed the water present in the steam to form into small sharp needles sending them at Scott and Bobby. They looked at each other at nodded time to try out a training move. Bobby formed another wall of ice letting the small needles splash into it and freezing them the second they lost form. He nodded to Scott who aimed a concentrated blast at the wall causing a thin disc to break off Bobby focused hard at that disc causing it to fly at Morris. Who was surprised by the attack and got hit square in chest by it knocking him down. More discs came, but he learned his lesson and willed the water in the discs to miss him, but while he was distracted by this he got hit by a blast from Scott smacking him hard against the wall knocked out. Meanwhile, Logan and Lance had crashed through the wall onto the street below, luckily it was late enough where nobody was there. Jean flew outside after them she attacked Lance from behind making him collapse to the ground. He turned and threw a heavy punch at her hitting her square in the jaw. She stumbled back as Lance got back to his feet, but was promptly slashed across the chest by Logan. He groaned and waved his arm the ground started shaking and spikes made of rock came out from the ground. Logan jumped up to avoid them while Jean flew up. Logan elegantly landed next to lance and threw a kick at his side causing Lance to let out a hiss of pain and raise his fist but Jean came to the save kicking Lance into a nearby lamppost causing his lights to go out. In Morris' room Kitty had come to Rogue's aide and even the playing field against Quicksilver and Toad. Toad tried to use his tongue to wrap up Kitty, but she phased right through it while Quicksilver delivered a fast flurry of attacks at Rogue some hit, some didn't, Rogue waited for her moment and caught Peter's arms she flew up and spun him around and threw him into a table breaking it. He quickly shook it off and noticed that Toad was in trouble against Kitty he ran at Kitty but she knew it was coming and phased through the ground grabbing one of his legs as well bringing him with her through the floor be for she materialized and let go of his foot leaving his leg stuck in the floor. Toad had taken the opportunity to attempt to fight Rogue, it didn't work out for him one of her gloved hands caught his tongue and she judo flipped him onto the couch causing it to break as well. She then flew at him as he was standing up and punched him into the TV causing him to fall like the rest. She walked over to Peter who was trying to vibrate through the floor and wound her arm back and punched him right in the side of his head knocking him out.

"Rogue you totally just stole my win!" Kitty complained phasing through the wall.

"Sorry Kitty" Rogue smiled at her. They met up with the others outside, and decided it would be best to tell the professor about the turn of events. While Jean was talking to Xavier telepathically Rogue looked at everyone. Bobby had a few cuts and looked like he had never slept in his life, that fight must have really drained him. Scott had a small cut on his cheek but that was it. Logan, and Kitty were both pretty much untouched, Jean had an awful looking bruise on her cheek that Scott was fussing about. Meanwhile she had taken a fair amount of damage her chest was cut open from going through the wall, and she had a few bruises on her face from Peter's flurry of attacks. Part of her kinda hoped that Peter would worry about her similarly to how Scott was with Jean right now, she quickly banished the thought from her head holding her chest noticing she was bleeding.

"Okay Professor we will be home shortly." Jean finished her conversation with Xavier and turned to the others.

"He said we should bring them back he wants to talk with Morris." She explained but when the went back inside the abandoned hotel….they were gone….great just great.

* * *

Peter reached the table and the woman smiled at him pushing the chair out for him. He ignored his spidey sense at took a seat facing the man that made him feel like an actual spider.

"Hello there Mr. Parker I have been looking forward to this meeting." The man said in a rather elegant, but threatening voice, the same voice from the phone call a week ago.

"Wilson Fisk?" Peter asked though he already knew the answer the man smiled.

"Vanessa dear could you go tell the limo driver to get ready I would like to talk to Mr. Parker here alone for a second, I'll be right out." He ignored Peter's question looking at the woman across from him who put on a stunning smile, and just nodded walking off.

"Soooooooo" Peter started awkwardly truth be told he wore a mask and made quips to hide his nerves and he wished he had that mask right now, because he was scared.

"I must say Mr. Parker I am most impressed with your ability to upset me it is quite a talent that I thought only my father had." Fisk dropped his elegant demeanor and his voice became very threatening.

"Well you know always trying to impress everyone that's me." Peter joked nervously but Fisk still wore a scowl.

"And as much as you upset me I find myself...intrigued by you in all my years I have never found myself being confronted at least to the extent you are going. That's why I have decided I could use someone like you on my payroll. Interested?" Fisk's scowl remained but his more calm, business like tone had come back.

"Wait wait wait wait wait, let's get this straight. You break the Shocker out of prison to run an illegal weapons business and then have him give a false confession that I was the Kingpin, you have a sex trafficking ring that I bust and frame me for that. You put a ton of people in danger by starting a fire and having a giant robot thing attempt to kill me, and yet you expect me to work for you, gotta say that's bold big boy." Peter snapped at him.

"You're missing the big picture my dear arachnid." Fisk let his scowl turn into a smile.

"What big picture?"

"I'm doing what is best for this city." Fisk said fully believing his words while Peter had to stop his jaw from dropping.

"Best for this city? You're going to destroy it!" Peter angrily spoke

"You would know all about destroying this city."

"What does that mean?!"

"You're reckless you're fights leave thousands of dollars of property damage, who do you think pays to clean up your mess?"

"..."

"I do Mr. Parker I care about this city, maybe not people in it but I grew up here I love it, but it's people like you that drag this city down."

"You're the one who is putting weapons of mass destruction on the street, kidnapping little girls for a quick buck, if you ask me it's people like you that are destroying this city." Peter angrily snapped at Fisk.

"I know your skeptical but…"

"But nothing! I'm not skeptical I will a hundred percent not work for scum like you!"

"Scum like me? Mr. Parker my father was scum he blamed others for his shortcomings, I am not my father. My father was nothing but a nothing crook he deserved death just like the rest of the scum in this hellhole."

"That's not for you to decide though we have a justice system and it works! I make sure of that!"

"Oh it works huh? Some crook robs a bank, and you're there to stop them they go to jail right? Then what? I ask you Mr. Parker then what? I'll tell you what they escape, they go out now angry that they were imprisoned instead of robbing another bank or going straight they dedicate themselves to revenge on you, and repeat. If I had my way one foot out of line and you would be killed on the spot. No more revenge less people hurt, no more property damage, no more pain, perfect balance, a perfect city."

"But it's okay if the illegal stuff is done by you correct?"

"Have you ever heard the saying "Before creation there must be….destruction."?" Fisk asked

"I….have why?"

"Well that's how I view this city it needs to be rebuilt, and I will be the one to do it."

"You think that you are justified in your injustice, but let me tell you something Willie, you're not untouchable you are someone who thinks that they can play God, you aren't the first person I've met like that, and I beat him, just I like I will with you."

"Don't be so sure….your pointless morals will hold you back. Sometimes you have to be willing to do what is necessary to achieve your goals. Sometimes that means coming to terms with your demons and becoming one with them. You aren't willing to do what it takes to beat me."

"Oh Willy you need to do your homework when I get pushed too hard. That's when I go to a place where I'm terrified of. When someone pushes me past my limit and I snap I'm scared that's when I'm willing to go to whatever distances it takes to stop whatever or whoever is in front of my way."

"If you say so Mr. Parker, but just know you will regret not taking my offer and joining me, you will be the first thing to go in my new city. In fact I suggest you watch the news on Monday, now I must go, and just between us, I have had a special someone keep a close eye on you he is studying you learning your fighting style, your abilities, everything, and **when** you survive my next surprise for you, expect to meet him again. I must go if you realize this is a pointless fight that you can't win, my offer stands. Goodbye Peter." Fisk said standing up and walking away leaving Peter a wreck he was shaking every word Fisk said to him setting in he stood but found that his legs had turned to jello he stumbled and notice a brown leather suitcase that Fisk must have left. He picked it up and saw the letters "R.P." on the buckle he thought maybe there was something that could help him so he threw the strap over his shoulder, and decided to go home with all the new information he learned today he needed the night off.

* * *

When Peter arrived home he was in his costume he jumped into his room from the window and noticed that Rogue was fast asleep on his bed he smirked and set the briefcase down on his desk throwing his dress clothes in his closet and took off his web shooters and mask putting them on the bedside table. He shook Rogue to wake her up. Her eyes fluttered open and she smiled at him.

"Hey there sugah." She sat up in his bed blushing realizing she was in his bed and not her own. She hissed holding her ribs and Peter reacted instantly.

"Anna you okay what happened?" He asked kneeling on the ground in front of her.

"I'm fine Pete, we just had a run in with the Brotherhood tonight. I'm just a little sore." She groaned.

"Anna there is blood on your shirt, you're bleeding!"

"It's just a cut no need to worry."

"Oh I'm gonna worry wait her a second." Peter quickly walked into the bathroom and grabbed his first aid kit. He walked back over to Rogue.

"Okay this might be a little awkward all things considered, but I need you to lift up your shirt…"

"Straight to the point huh? We haven't gone on a date….yet." Rogue joked but did what Peter asked showing him her bruises and the cut. Peter cringed looking at the cut it wasn't big it was actually pretty small and deep, so yeah stitches were needed. He opened the first aid kit and grabbed a cotton ball and some rubbing alcohol he poured some alcohol onto the cotton ball.

"I can't lie to you, this will sting….a lot, so sorry for hurting you." Peter frowned looking her in the eyes she smiled warmly.

"Oh sugah you couldn't hurt me I promise." Peter smiled at that thankfully he still had his suit's gloves on so he didn't have to worry about her powers as he carefully rubbed the cotton ball on the cut. She winced but took it like a champ.

"Okay that was just to clean it, but it will need stitches do you tru…" Peter didn't get to finish

"Yes, Peter of course I do just stitch me up." She closed her eyes, she had never had to get stitches before but Bobby said that they sucked and hurt a lot, but she had to be strong if the roles were reversed she knew Peter wouldn't flinch, he had to stitch himself up a couple of times so she knew he knew what he was doing. She opened her eyes to see Peter staring at her warmly, he smiled at her and as corny as it sounds that's when she knew she was going to be okay. She took a deep shaky breath and nodded for Peter to start stitching her up. It took about 5 minutes and Bobby was right it sucked, Peter grabbed a bandage and put it over the stitches.

"So the Brotherhood where was my invite?" He sat next to her on the bed.

"Where was my invite to dinner?" She smiled at him

"Sorry, didn't know you wanted one." Peter smirked

"Of course I do but just with you if that's okay." She blushed

"Anna Marie are you asking me out on a date?" Peter's smile brightened and he also blushed

"Maybe I am what would you say?"

"Are you paying? I seem to have misplaced all my cash." Peter laughed and she laughed as well before they met each others eyes. Rogue reached over to the bedside table and grabbed his mask, she carefully threw it over his head and the second it was on leaned in and kissed him through the mask. She knew that this was the closest the would ever be able to get but that didn't matter to her she had Peter. She had no reason of being jealous earlier and she knew that now. After a few seconds they "broke" apart. Peter took off his mask his face bright red and had a the biggest grin on his face she pretty much had the same expression.

"Soooooo" She started

"Yup" Was all he said

"Are we?" She started asking

"Do you want to?" He asked her again interrupting

"Is your name Peter Benjamin Parker?"

"I do believe it is."

"Then yes I would love to." She smiled at him resting her head on his shoulder and intertwining their hands it wasn't long before she had fallen asleep. Peter had an eventful night maybe not quite like Rogue's, but just as draining, but he just smiled, he was happy truly happy, like he felt whole again for the first time since his aunt, but part of him felt guilty did he really deserve this. Fisk's words had gotten to his head maybe he was the real monster maybe the bugle was right, he has been solely responsible for his aunt and uncle's deaths, but one glance at the gorgeous person laying her head on his chest made those thoughts go away. He felt himself getting tired as well he looked over to his desk and saw the briefcase. The last thought he had before falling asleep was.

"R.P.? Ray Patterson, Randy Parkins…..Richard?...Richard Parker?"

 **Chapter 8: Spider Slayer take 2**

 **Soooo how was this I wanted to really focus on Fisk and Peter meeting so I decided not to do any Spider-man stuff. How was it?**

 **Also yayyyyyyyy they're together…..for now mwhahahhahahahhaha.**

 **Make sure to leave feedback also one thing answer to a review I saw Rogue is taller than Peter because they are still only in high school Peter still has some growing to do. That is all there was no mistake I wrote it like that on purpose.**


	8. Chapter 8

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, Disney, and of course the Lord Stan Lee himself excelsior!**

 **Chapter 8: Spider Slayer take 2**

Peter looked around he didn't know where he was it was dark he could tell he was outside in the street because of the street lamp he could also see snow falling but he wasn't cold. He tried to move, but couldn't he heard a car starting and the faint sound of a kid crying, he turned his head in the direction of the noise and saw a small scrawny boy maybe 4 years old with glasses too big for his face being held by a man with graying brown hair, and a woman the same age with black hair with specks of grey. The kid had a suitcase next to him and was holding a stuffed animal dog. The car pulled out of the driveway and drove off into the distance until Peter could no longer see it.

"There there Peter, they said it will only be 3 weeks, they will be back in no time." The woman told the crying child.

"Yeah until then we are going to have a lot of fun aren't we sport?" The man said crouching down and ruffling his hair like Uncle Ben used to do to Peter. The world started to dissolve in front of Peter's eyes he watched as the scene of the crying child shifted into a black void. He blinked trying to adjust to what was happening, but the second he opened his eyes he wasn't greeted by a void, he was in a living room, not just a random one though, but HIS living room he looked at the table by the couch and sure enough the pictures were still there. A man and a woman in wedding attire, two little boys hugging each other one with a camera the other with a beaker, and a baby who looked minutes maybe even seconds old.

"Alright sport so what do we do next?" Peter heard a voice come from the kitchen, he turned around and looked into the kitchen. The little boy was sitting at the table with what looked like a paper mache volcano.

"Well we already have the vinegar inside the volcano so it's time to add the baking soda right?" The little boy grabbed the baking soda box that was next to him, Peter smirked remembering the memory. He was always interested in science and his Uncle always made experiments more fun.

"Yes it is, just remember pour it slowly…" His uncle didn't get to finish as the boy poured the entire box of baking soda into the volcano, almost instantaneously red liquid erupted from the volcano getting everywhere. Uncle Ben's eyes were wide as he looked around at the mess in the kitchen now, but instead of a stern "What did I tell you?" He started laughing. He grabbed a towel from the drawer and wiped young Peter's face clean.

"So Peter I hoped you learned a lesson about not rushing into things." His Uncle laughed, Peter cringed looking on at the scene all his life his Uncle had given him wisdom like this, and how much did he listen to…...almost none of it. Peter smirked as he heard footsteps coming from the stairway, he turned in time to see his Aunt walking into the living room.

"What are you two up too?...WHAT THE HELL!" Peter smiled as May walked into the kitchen and began scolding young Peter and Ben, he couldn't tell which one looked more scared, but her rant was cut off by a loud knock on the door.

"Clean this mess up, and then go take a bath okay Peter." May said walking over to the door and opening it two men wearing black suits were there one took out a badge and showed it to May.

"Oh God…" Ben said walking in. Again the world started to dissolve to black, and just as quickly as that scene faded a new one appeared. The younger version of him was kneeling by two graves crying his eyes out. His Uncle walked up to him and wrapped his arms around him, he didn't say anything he just let him cry. He was really the best father in Peter's eyes.

"Th-they said they would be back." Young Peter sobbed Uncle Ben just hugged him tighter.

"I know sport I know."

"3 weeks they said, they would be back in 3 weeks." Peter felt his eyes watering remembering the memory.

"It's okay Pete let it all out I'm not going anywhere. I will always be right here." Young Peter buried his head into the crook of Uncle Ben's neck and continued weeping while May walked up and put and arm on his shoulder. Peter quickly wiped his eyes dry and turned around as the scene started shifting again. It was now raining outside and Peter noticed he was now holding his old phone waiting at a crosswalk instead of watching the scene he was apart of it, the light turned to the walking man, and Peter along with the rest of the group started walking across the street, Peter had been halfway across the street when a loud BANG was heard the group of people walking in the street started running in all directions Peter was knocked off his feet. He got back up in time to see a car speeding at him the world seemed to slow down and he rolled out of the way. He looked at the car his eyes widened in recognition he looked over to where he heard the loud bang. He slowly started walking in that direction his legs started getting heavy he felt a familiar sense of dread, he wanted to stop walking he wanted to not go through this pain again, he knew what was awaiting him, but he wanted it to stop maybe something could change, but no matter how hard he tried his body wouldn't respond to his brain he still walking, he could see a crowd of people all murmuring or holding their hands to their mouths. Peter pushed through the crowd and laying there lifeless was the man who raised him bleeding out from the chest.

"Oh my God, let me through that's my Uncle!" Peter yelled pushing through the rest of the crowd until he was kneeling next to him. He put his hands over the source of the blood.

"U-u-uncle B-Ben? No, no, no, no, no, no, no." Peter whimpered as tears started flooding his body he grabbed his Uncle's hand and pressed it to his cheek. He closed his eyes, unaware that the scene was shifting. He opened his eyes back up, he was in his Spider-man costume it was torn, he could feel warm liquid dripping from his chest. Instead of his Uncle, he was holding his Aunt's hand to his cheek, blood dripping from her neck. He could hear laughing from behind him, the too familiar laughing of The Green Goblin, his Aunt and the scene faded away, he turned around to face the Green Goblin instead he saw…..Wilson Fisk?

"Poor Peter Parker. All alone. You don't have what it takes to beat me. So join me." Wilson said but his voice was distorted it didn't sound like Fisk's own. It sounded like a weird hybrid of Goblin's and Fisk's.

"Shut up." Peter choked out throwing a punch as it made contact with Fisk he dissolved into nothing. Then behind him he heard another voice, Otto Octavius'

"You let us die Peter, what kind of hero are you?" He said behind him he saw Norman Osborn his aunt, uncle, mom, and dad looking at him, they all looked hurt, betrayed. Except for Norman who was smiling devilishly.

"I-It's not my fault, I-I'm sorry…." Peter felt tears again fill his eyes. Another voice spoke from behind. Harry's. He turned to face him.

"You betrayed us Parker, we trusted you." Behind Harry, Dr. Connors, his wife Martha, and his son Billy, Betty, Ned, and MJ appeared.

"N-no I didn't...I didn't…." Peter fell to his knees as all the people of his past began closing in on him he shut his eyes and let the tears fall freely. The Connor's family was suffering because Peter couldn't help but sell photos of him as Lizard to the Daily Bugle. Betty, and Ned the two people responsible for getting him a job at the Bugle that he got demoted. MJ, all he needed to do was hang up the mask, and he didn't, and of course Harry. He killed his best friend's father. He did betray them all of them. Otto died to save him, his parents ran away to protect him, his uncle and aunt he will always feel responsible for, and he killed Norman. He broke down as their voices started to fade away he was balling he felt trapped in this never ending nightmare.

"It's okay Peter." A new voice said Peter stopped crying looking around in the void

"W-who's there?" Peter called out

"I'm a friend Peter. I know the pain you have suffered the anger you have felt, I'm here to help." Suddenly his new friends appeared. Bobby, Kitty, Jean, Scott, Professor X, Logan, Carlie, Kurt, Matt, and of course Rogue. He smiled seeing their faces.

"They will also get hurt Peter. You can't save them,"

"Who are you?" Peter called out again.

"You'll know soon enough."

"Wait what?!" Peter called out he watched as his friends faded.

"See ya soon Peter." And once again Peter was consumed by the darkness. Peter Parker was all alone. He fell to his knees and closed his eyes. His eyes fluttered open no bad memory of his past no ghosts of his past no ominous voice. He felt the soft bed and pillow under him. He felt the comfortable spandex of his suit. He also felt an extra weight on his chest he looked down and saw Rogue sleeping peacefully a tiny smirk on her face her curly red hair was a mess but it was adorable. Peter smiled softly, but couldn't shake the after effects of that dream it felt so real. He tried to wiggle out from under Rogue without waking her up. Thankfully he had succeeded and got out of bed. He walked over to the briefcase on his desk, curiosity getting the better of him. He unzipped it, and looked inside. He took out a VHS tape, a pair of glasses, a couple of files, and a tiny vial of, black slime? Attached to the vial was a sticky note in neat handwriting the words "peace offering" were written. He put the vial down carefully. He grabbed one of the files and opened it he was greeted by a cover paper in bold red letters the following could be read.

 **Top Secret**

" **Project SYM"**

 **Head Researcher: Richard Parker**

Letting out a shaky breath he closed the file, what was Fisk playing? Why would he give this to Peter? There had to be an angle. Looking down noticing he was still in his suit, he walked over to his closet and started peeling off the top piece of it. He tried to stop asking these questions in his mind, because he knew he had no answers. He then took off the bottom half leaving him in just his boxers. He grabbed sweatpants, and quietly walked into the bathroom in his room and turned on the shower. He quickly cleaned himself off he got out and dried off putting on his boxers and sweatpants, he walked over to the sink and brushed his teeth. He walked out and noticed Rogue was awake, she smirked at him as he walked out still shirtless.

"Now that's what a nice way to wake up." She looked at his chest she had seen him shirtless before, but now that they were dating it was a little bit different. Peter blushed.

"You're not much better there Anna." He motioned her eyes widened looking down her face turned bright crimson as she realized she was wearing, or what she wasn't more specifically. Peter smiled at her as she rushed to put on her shirt from the night before but wincing in pain holding the spot that was bandaged. Peter quickly rushed over careful not to touch her skin now that he wasn't in his suit.

"I'm okay sugah." She smiled softly at him,

"I know but that's still going to sting for awhile." he said walking into the bathroom and came out a few seconds later with a bottle of advil and a glass of water.

"Here take a few of these." He said pouring a few of the painkillers into her hand, and giving her the glass of water.

"Thanks you're a doll." She said putting the pills into her mouth and taking a gulp of water.

"You should go see Hank about those today I'm not sure I trust my stitching skills over his." Peter said taking the glass of water from her and setting it on the bedside table. He walked over to his closet and grabbed a random t-shirt. He walked over to her.

"Yeah I will, but still thanks sugah it was really sweet how much ya cared." Rogue smirked at his blush as she took his shirt from his hands. She started putting it on but winced again in pain.

"Hey hey hey, careful there we don't want you pulling those out, here let me help." Peter said grabbing the shirt and carefully slid the shirt onto her making sure there was no skin contact. The shirt was just the tiniest bit baggy on her simply because of Peter's more defined muscles. She turned around and carefully hugged him which he accepted.

"Thank ya for everything Pete." She said releasing from the hug, he smiled.

"Of course I owed it to you with how much you have helped me." Peter replied

'Awwe sugah ya don't owe me anything"

"Ummm yeah I do I would still be living in a warehouse if it wasn't for you." Peter half joked.

"Oh yeah if it wasn't for ya I'd still be pining for Remy." She joked back

"I thought you said you weren't completely over him?" Peter smirked

"Heh well things have changed haven't they?" She moved closer to him

"Oh like what?" Peter also got closer as they locked eyes

"Just some stuff ya know met someone else." She smiled

"Oh is this guy good looking?" Peter joked blushing slightly

"Very. He's also a genius, hilarious, and soooooo nice." Peter's blush darkened he unconsciously had started to lean in so had Rogue, luckily both of them came to their senses and quickly backed away blushing to both of their disdain.

"Soooo you want to get some food?" Peter asked as a tension breaker.

"Yeah sure." Rogue smiled upset though that her powers were definitely going to interfere with them having an actual relationship, Peter didn't deserve that.

"Hey Pete wait a sec." She said as Peter walked over to the door. He froze and turned around.

"Yeah what's up Red?" He smiled softly at her he could tell something was off. She took a shaky breath.

"Are ya sure that ya want to be with me? I mean we won't be able to touch at all, I just feel like ya don't deserve that. Ya deserve someone better than me." She looked down nervously her hand was shaking a little. Peter just looked at her but he smiled.

"You're insane Anna. I don't want to be with anyone else, I like you, I like how strong willed you are and how strong you are in general, I like how caring and generous you are, I don't care about your powers, and I think you shouldn't let that stop you from living your own life. Besides you're quite the looker Red, like really beautiful." Peter said smiling putting a hand on her shoulder. She looked up into his eyes, how could he do that one second she is unsure about herself, but he makes her feel like a Greek Goddess worth worshipping. Yup, this wasn't just a crush, she was falling for the boy standing in front of her. The two just stared at each other for awhile before Kitty phased through the wall.

"Hey Pete have you seen Rogue? She said she was going to sait here for you to come back last night." She asked as she walked into the room.

"Right here Kitty." Peter said pointing at her smirking. Her eyes widened noticing that Peter was shirtless. Her eyes landing on the ragged scar on his chest from the Goblin's glider, Rogue had said it wasn't pleasant to look at and she was right. She shook her head to clear her head and then in her own twisted way put two and two together.

"Rogue did you…." She walked closer to them.

"Sleep together?!" She whispered this looking at the pair her eyes wide instantly both Rogue and Peter's faces paled.

"What! Kitty, Noooo!" Rogue shrieked her eyes wide at Kitty's question.

"I mean we did technically sleep together…" Peter started but Rogue elbowed him in the gut hard. He doubled over holding his gut coughing.

"Look he just stitched me up and we talked then fell asleep that's it. Besides we couldn't have done anything even if we had wanted." Rogue continued talking to Kitty while Peter was acting like he had just been shot.

"Ohhhh right I forgot...Anyway let's go get breakfast we're all going to the diner." Kitty said changing the subject like only she could.

"Sounds good I could use a milkshake, c'mon sugah." Rogue said opening the door, Kitty walked out, but Rogue stayed behind she leaned down and whispered into Peter's ear.

"Sorry sugah but let's at least try to keep this between us for now I don't want to listen to another of Logan's lectures." She then walked out of the room leaving Peter attempting to catch his breath.

"Don't worry….I'll catch up." Peter coughed out to nobody.

* * *

 **Unknown Location**

"Is it ready?" Fisk asked walking into the large room that served as Spencer's lab.

'Yes it is sir...this time I promise it will work.

"Are you sure? This time a little ice won't destroy it?" Fisk asked turning to look at Spencer curiously

"Yes this time I am sure it doesn't have any weaknesses."

"Dare I say I am impressed Spencer let's see if they redeem you."

"They will I assure you Mr. Fisk." Spencer began typing something onto his computer, and a silver box began to change into something that resembled a scorpion.

"Interesting…" Fisk explains admiring the design.

"On top of that we won't need to set a trap, I have programed it to track him down."

"Well that certainly makes our job easier." Fisk stated

"That was the plan sir." Spencer smiled proudly

"Send it out in about…" Fisk looked at his watch.

"30 minutes, until then make sure everything is in working order."

"Yes sir." Spencer said sitting back down at his computer and began typing stuff. Fisk walked out of the room and took out his phone.

"Hello? It's almost time how much do you want for the job?" Fisk spoke into the phone. He stopped walking as he listened to the voice at the other end.

"It will be in your account by tomorrow, and he will be in action later for your...research." Fisk hung up the phone turned to look at Smythe's lab and smirked.

"Soon Mr. Parker. Soon." Fisk then walked into a different door. When his phone started ringing. He looked down at the caller I.D. and picked up.

"I'm a busy man Brock, make it quick." Fisk growled into the phone.

"I see you say the sample was taken?" Fisk smirked deviously.

"Well then check the security cams. We will find out who is responsible." Fisk took a seat at a beautiful wood desk looking at some of the papers scattered across the table.

"I see.." Fisk smiled

"So you're saying that Spider-man is responsible for taking it? That's a pretty hefty claim."

"I understand Eddie, I'll tell you what, perhaps somebody could leak this information and you have found yourself your next front page story."

"What's in it for me?" Fisk laughed

"Nothing Eddie not a thing….yet." With that Fisk hung up. He put his phone on the desk and stood up he looked out the window overlooking the city. He smiled as Vanessa walked up to him. They looked out the window together as construction was currently going on on top of the building. They were adding the words "Fisk Industries" onto the tower, because it was time that Fisk became known to the public. It was time the people of New York found out who the person who would cleanse this city was.

"Are you prepared for your big day coming up?" Vanessa asked looking at him.

"I'm not only prepared my dear Vanessa…..I'm excited it's time to finally put my plans forth and cleanse this city."

"Mayor Wilson Fisk….has a bit of ring to it doesn't it?" Vanessa asked turning back to look down at the city.

* * *

Rogue was heading down to the med bay in the mansion holding her side. She was lost in thought thinking about her conversation earlier with Peter, he really was amazing since she met him last month almost two months ago he had really changed from the sad grieving boy. It was really inspiring how he had gone through so much over his life and still managed to be optimistic, and caring. She came out of her thoughts as she walked into the med bay.

"Hello, anybody here?!" She called out, she waited a second before Hank walked into the room from his private office/bedroom.

"Anna what can I do for you?" He smiled walking over to her. She sat on the examination table.

"I got a little cut up after the fight yesterday and ya were already asleep when we got back." Anna explained rubbing the cut.

"Alrighty let me see it. You could've just woken me up you know." Beast said as Rogue lifted up her shirt to show him the cut. He grimaced but also noticed the stitches.

"Please tell me you didn't do these yourself." He stated grabbing a pair of medical scissors and started taking them out. It wasn't that it was a bad stitch job, it was just they weren't very professional looking.

"Oh heavens no Pete did." Rogue stated matter of factly. Beast raised an eyebrow at this. He grabbed a medical wipe and started cleaning it up. He grabbed the necessary tools and started a fresh pair of stitches he had finished a lot quicker than Peter and definitely neater simply because of experience. Beast hummed to himself as he did this, while Rogue was looking around the room to distract herself when her eyes landed on Beast's tinkering station where a familiar prototype watch was laying collecting dust. It wasn't like the holowatch that Kurt wore, it was actually a power nullifier Hank tried to make to help Jean control her powers unfortunately it had a lot of malfunctions. An idea formed in her head maybe just maybe it could be repaired and modified to help her with her powers help her feel normal again, her and Peter could be like an actual couple, but the problem was getting it to work when Jean had it on it would malfunction all the time, eventually Hank gave up the project once Jean learned to at least gain control of her powers. That was then though and her powers were weaker than Jean's there were a lot of pros and not that many cons that she could see so what the Hell.

"Anna?" Hank broke her out of her trance.

"Yeah?" She responded now looking at him. He was holding out her shirt which she took and carefully put back on.

"Are you okay? I finished stitching you up, but you seemed spaced out." Hank asked his voice laced with concern.

"Yeah, yeah I'm fine it's just that something caught my eye." She looked back to the watch. Hank followed her eyes and he instantly put two and two together.

"OH, Anna you know that doesn't work." Hank said looking back at her.

"Yeah I know, but still it was made for Jean, and Jean is so much stronger than I am, so maybe ya know it might work. For me I mean." Rogue looked down at the gloves on her hands. Hank noticed this and smiled softly.

"Anna what's going on? I thought you stopped letting your powers get to you?" He asked sitting down next to her.

"It's, it's nothin much I was just wondering."

"Rogue." Hank looked at her knowingly she looked at him and knew lying was pointless.

"It's just hard, ya know, I can't ever be normal, I can't touch anyone, ever ya remember what happened when Remy kissed me...I just want to feel again, to be a normal teenager doing teenager stuff, but instead I have to always be careful, I can't go swimming with the others in the summer, or hold anyone's hand." Rogue trailed off feeling herself begin to shake a little. Her mind going to Peter, how he had his own demons and sometimes they just took him over, she had seen him in a similar state as she was in now. This was her demon she hated letting herself get defined by her powers, sure the flight, and the super strength was great, but when it really matters she was just the person who could never touch anyone. Hank looked at warmly he knew what she was going through he looked down at the blue fur on his arms, he could hide this from people with the holowatches, but Rogue wasn't as lucky. He carefully put a hand on her back.

"It never hurts to try." He said smiling, Rogue just looked at him a little confused.

"I mean we are going to try and get the power nullifier working for you." She took a shaky breath and smiled.

"Ya mean it?"

"Of course Anna, I know what it is like, being an outcast. I don't want you to go on the way I have, I want you to have as normal a life as a mutant can."

"Thank you, Hank." She carefully hugged him.

* * *

Peter was currently web swinging around Bayville, he had a lot on his mind, but swinging always helped clear it.

"Yeeee-hawwwww" He yelled out as he let go of a web and started flipping. Just as he was about to hit the ground he shot another webline at a relatively tall building, and caught himself swinging inches above the ground. He landed on top of a building and perched he pulled up his mask and took out his phone. He had been out for a few hours already and the sun was starting to set. He looked at his phone screen and saw a few new notifications. One missed call from JJJ, and a voicemail from him as well. A text message from Kitty, and another one from his group chat with Kurt, Scott, and Bobby. Finally a snapchat from Rogue. He opened up the snap first and it was just a selfie Rogue had taken of the pair from lunch earlier today. He smirked as he took a screenshot of the picture and quickly changed his wallpaper to it. Sure he had been in a few other relationships, but this one just felt right. She was there for him when he had his episodes where his depression came out, she was easy to talk to, and fun to be around, most importantly she cared about both Spider-man and Peter Parker as opposed to Black Cat who only liked Spider-man or MJ who only liked Peter. He quickly held up a peace sign and took a picture sending it to her. Next he opened up the text from Kitty which stated that she needed to talk to him about Lance when he had the chance, he sighed and texted back that he would be back soon. Poor girl really couldn't get over her ex. The group chat were currently talking about going to a Halloween party, since that really wasn't Peter's thing he just ignored it opening the voicemail from good ol' triple J.

"Parker! Answer the phone when I call you dammit! Anyway I was calling to let you know that we are going to dock your pay. It's nothing personal it's just that Brock was able to give us what we wanted so we figured he deserved more money than you….Now go get me pictures of that menace!"

"Great…" Peter muttered he already barely made any money now he was probably going to make under minimum wage. He tucked his phone away and put his mask back on. He stood back up stretching out and cracking his back and neck. He opened up his web shooters and replaced his cartridges noting that his supply on his belt was almost out. He backed up a few steps and getting a running start jumped off the building, but before he was able to press the trigger to release a web his spidey sense went off and a net was tied around him. He let out a scream as he went falling to the ground below before he went splat though he was able to shoot a web catching himself from hitting the ground, but he wasn't able to avoid the wall he crashed into.

"Owwww" he groaned trying to get untangled from the net. Suddenly the netting started to glow red, and he was met with the sensation of being electrocuted. Peter cried out in pain. After a few awful seconds the glowing went away and the net returned to a normal net. He quickly grabbed the netting and started ripping it apart. He climbed out of the net looking around for where the net came from but saw nothing. His spidey sense went off again this time he was able to jump out of the way of a silver blur. The blur crashed into a building and Peter was able to inspect it. It looked similar to the tail that was on Mac Gargan's suit, it was a giant silver scorpion tail complete with a sharp tip at the end of it. It started moving and on the bottom a rocket booster turned on, it quickly shot forward and then flew up. Peter decided to follow it he show a web and gave chase to the tail. He landed on a roof and what he saw scared the crap out of him. The tail he had been chasing had been just that a tail to a scorpion looking robot. He gulped the robot was a good two feet taller than him and several feet wider.

"Ummmmm hi there Mr. Robo." Peter waved awkwardly, but the robot didn't move at all.

"Not much of a talker huh? I mean I guess that makes sense you are a robot. Which is cool I guess, nothing against robots I just prefer them not trying to kill me." The Scorpion robot's eyes glowed red.

"I'm just going to go ahead and guess that isn't a good sign." The metal pincers started moving and the two claws began opening and closing. Peter's eyes widened.

"Yeah, nope." Peter said shooting a web at a nearby building and jumping off the roof. He was not prepared for what the robot did next, it started to fly after him.

"Oh come on you're supposed to be a scorpion, and last I checked they can't fly!" Peter yelled back at it. The robot's tail started to glow purple and a laser shot from the tip of the tail cutting through Peter's web. He landed on a wall and dodged out of the way of another laser. He jumped off the building and saw a mailbox he aimed his web shooters at it attaching two web lines to the mailbox. While he was in the air he pulled the mailbox out of the ground and spun it around throwing it at the robot. The mailbox hit the robot but instead of a smash like Peter expected it just bounced off. Peter landed on the street.

"Okay so that didn't work at all." Peter said to himself trying to think of another plan. Before he could though the robot landed on the street right in front of him.

"Heyyy there buddy look can we talk arachnid to arachnid?" Peter quivered away from the robot. The robot started clicking it's pincers at it stalked closer to Peter.

"Is that your way of talking?" Peter looked around quickly for an idea to hit him. Instead the robots tail came at him nearly impaling him but Peter was able to flip over it shooting a web at a lamppost and attempting to kick it. The robot used one of its claws to swat Peter out of the way. Peter landed on a lamppost and started shooting web bullets at it. All of them just bounced off of it. The tail aimed at him and began glowing purple again. Peter jumped off of the lamp post as a laser was shot hitting a nearby building and breaking the outer wall of it.

"Oh. My. God. That's a little excessive don't you think?!" Peter yelled at it the tail just aimed at him again shooting another laser his way. Again he dodged out of the path of it watching as it hit a car parked on the street causing the car to blow up, the force of which sent Peter flying into another wall.

"I keep this up and the window cleaners are going have to clean up a slightly larger insect that went splat." Peter stood back up pain flooding through him. The robot turned to face Peter again and started stalking over to him again. Peter reacting fast shot a web line at a manhole cover, he started to spin fast once he started getting dizzy he let go of the web sending it into the side of the robot. The robot became unbalanced for a second from the power of the hit, but quickly recovered shooting more lasers Peter's way.

"Nopenopenopenopenopenope" Peter muttered dodging them and shooting another web swinging away from it. He landed on the roof of a building. The robot again began to fly up Peter took this as an opening he jumped off the building hovering right above the the robot. He shot two web strands at the ground and shot himself downward he aimed his legs at the back of the robot. He was about to make contact, but its tail had other plans shooting a laser point blank at Peter. The world slowed down as he watched the purple light come from the tail, Peter had two options try to dodge and see if he could barely escape getting hit, or take the hit. Thinking that the second option sounded awful Peter shot a web and quickly pulled himself away narrowly avoiding being shot. Peter crashed onto the pavement.

"Owww I definitely scraped my knees right there." Peter struggled getting back to his feet as the robot landed in front of him again. Again its pincers started clicking.

"Look can we call a timeout I think I got a boo boo." Peter joked as the tail started glowing purple again. Peter had an idea he shot a web at the end of the tail hoping to clog it. In his mind the clog caused the robots tail to blow up. Of course his mind didn't take into consideration that Parker luck was not good luck. The laser still shot out cutting right through the webbing hitting a power line tower causing it to fall to the street wires and all. Peter jumped up and landed on another lamppost. Electricity started sparking from the wires, again Peter thought he might somehow get lucky but the robot started flying again.

"Oh come on can I seriously not have one thing go my way?!" Peter yelled out as soon as he said this his phone started vibrating. He pulled it out and saw the caller I.D. He gulped and answered.

"Hey there Logan…" Peter answered as the robot continued shooting at him.

"Where the Hell are you kid it's almost your curfew, and dinner is ready." Logan growled.

"I got a little caught up with stuff...ahhhh" Peter let out a scream as his web was cut from a laser. He dropped his phone quickly recovering he shot a web catching it and barely avoiding landing in the pool of electricity.

"What was that?"

"Oh nothing a coworker just surprised me look I gotta go be home soon."

"Kid!" Logan started yelling but Peter hung up tucking away his phone as the robot came flying at him.

"Alright let's play the most dangerous game of the floor is lava ever!" Peter yelled at the robot shooting a web at a fire hydrant he pulled it out from the ground causing water to burst out from the ground and cover the street in puddles that became electrified. He landed on the wall and ran up it the robot giving chase.

"Alright I really hope this works!" Peter jumped off of the wall as the robots tail began to glow once more. Peter aimed a web and pulled himself close to the tail. He grabbed onto it and as it was about to shoot Peter using as much strength as he could muster aimed the tail at the robot's body. The purple light flashed out from the tail and hit the robot's back leaving a gaping hole in it. The red eyes started to flicker and the sound of the rocket boosters started to simmer down and soon with Peter still holding onto the tail the robot started falling to the street below, at the last possible second Peter let go and quickly shot a web to avoid the electrifying experience that awaited the robot. Peter landed on a roof. He looked down in time to see the robot start smoking and blow up sending scraps of metal in every direction.

"Such a shame that thing was actually really cool, too bad it was trying to kill me." Peter took off his mask and collapsed onto the ground submitting to his aching body. Hearing sirens in the distance Peter took that has his cue to get out of there. Throwing his mask back on Peter quickly rubbed his shoulders and web swung away. Unknown to him standing on a building looking through a pair of binoculars a figure had watched that entire battle memorizing Peter's movements and fighting style.

* * *

Spencer was speechless as his live feed went dead...How? How could this have happened? He dedicated so much time and effort into that machine, how could it have failed. He became furious he just wanted to avenge his son, he wanted to make Spider-man suffer, but no Spider-man just couldn't admit defeat. He slammed a fist on his keyboard.

"DAMMIT!" He yelled out. The sound of the door opening made him turn to look as Fisk walked into the room.

"Mr. Fisk I'm sorry you have to believe me! I thought it would work."

"Don't flatter yourself Smythe. There was no way your machine would ever be able to defeat Spider-man." Fisk spoke coolly

"W-what do you mean?" Spencer became confused

"Spider-man though he is a pain is resilient, he never gives up, he's like a persistent fly. No matter how many times you swat at it, it continues to be a nuisance. A mere machine could not handle that."

"B-but sir, it was perfect! I ran test after test after test, there was no way he could have survived unless I wanted him to, and I most certainly didn't!"

"Then why did it fail?" Fisk's tone was accusingly

"I-I-I don't know, you think I sabotage my own machine?! That's just asinine"

"I'm not accusing you of anything like that Mr. Smyte. Tell me is it possible that your hatred clouded your senses and made you make a mistake while creating this thing?"

"Wha-I mean maybe, but you have to understand that man he put my kid in the hospital. My son is paralyzed because of Spider-man." Spencer started to cry.

"No he's not." Was all Fisk said

"Ex-excuse me?!" Smythe yelled at Fisk.

"Your son isn't in there because of Spider-man, Spider-man was just the scapegoat in that scenario." Fisk started stroking his cufflink

"What are you saying?" Spencer's eyes widened slowly putting two and two together.

"Shocker was the one to collapse the bank." Fisk calmly stated

"Yeah while fighting Spider-man.'

"You didn't let me finish I am responsible for Shocker's escape, I put him in charge of a black market weapons deal. I knew he would want revenge on Spider-man, I knew Alistar would be at the bank that day, I just needed someone to tell Herman where to go to draw out Spider-man. Now it was never my intention for Alistar to become para-" Fisk was interrupted by Spenceners fist crashing into the side of his face.

"YOU DID THIS?! YOU ARE RESPONSIBLE FOR MY SON! YOU TRICKED ME!" Spencer screamed punching Fisk again. Fisk turned his head looking at Spencer furiously as blood trickled from his nose.

"I'm a good man Spencer, I wanted you to know the truth before I had to set my plan into motion." Fisk's expression turned soft somewhat, but only for a second as he wrapped his hand around Spencer's neck.

"W-WHat are you doing?" Spencer coughed but Fisk didn't respond instead he just lifted Spencer off the ground and slammed him into the table hard. Spencer coughed out in pain. Fisk pinned him down and sent punch after punch at Spencer's face, he was crying out in pain which was heard throughout the halls. From Fisk's office Vanessa smirked taking out Fisk's phone and dialing a number. She raised it up to her ear.

"Bonjour, votre tâche est terminée?" She spoke.

"Oui madame." Came the reply she smirked hanging up. Wilson walked in breathing heavily his white tux covered in splatters of red his left hand in a fist dripping with blood.

"Send someone to clean up the mess." Vanessa spoke into a walkie talkie smiling at Wilson who rubbed his left cufflink.

"Should we break the news to young Alistar?" Vanessa asked

"Later. There i work to do, tomorrow the world finds out who I am." Fisk walked over to the window smiling.

* * *

Rogue was sitting on her bed watching TV with Kitty in their room she was currently thinking about the progress Hank and her had made today on the nullifiers, barely any. When they heard tapping on the door to their balcony. They looked over and saw Peter in his suit standing outside of it. Kitty looked at Rogue who shrugged and got up from her bed and walked over opening the glass door. Peter took off his mask smiling at the two.

"Thanks, mine was locked." Peter laughed rubbing the back of his head.

"Like don't worry about it." Kitty laughed sitting back down on her bed. Noticing the fresh bruise on Peter's cheek. So did Rogue.

"Sugah what happened?" She asked pointing at the bruise. Peter laughed rubbing it.

"That obvious huh?" He joked noticing they weren't laughing.

"Okay do you remember that weird spider robot thingy. Well tonight I ran into its scorpion cousin, nothing I couldn't handle though I have had my fair share of run ins with scorpions." Peter smiled innocently, but the pairs faces had paled, Rogue's especially.

"Peter! Why didn't you call us?!" Kitty asked/scolded.

"Yeah do ya remember what the last one did to ya?!" Rogue added.

"Guys I appreciate the concern but I can handle myself remember I have been doing this for awhile." Peter replied calmly. The girls didn't say anything else but it was clear they weren't happy about the situation. Peter taking this as a victory decided to walk out of the room and into his own. He started peeling off his suit. He looked at the fresh new scrapes and bruises that covered his back and chest. He cringed as he put on a black t shirt and a pair of pajama pants. He sat on his bed and looked at his desk the contents from the briefcase catching his eye. He walked over and grabbed the VHS tape, the file had his father's name on it so he wondered what could be on the tape. He walked out of his bedroom and knocked on Kitty and Rogue's door. Rogue opened the door.

"Hey sugah." She said walking out

"Hey" He smiled taking a moment to notice how she looked in the moonlight that shined through the windows. Her curly red hair was in a ponytail leaving the white streak to sit in her face. She was still wearing the t-shirt he gave her this morning and had pajama shorts on as well even though they were just barely visible due to the shirt. She blushed noticing Peter looking at her.

"Like something ya see?" She joked

"Hmmmm I mean I guess." Peter laughed

"If you two are going to do that at least close the door!" Kitty called out looking at the pair.

"What is it you think we are doing?" Rogue yelled back.

"You know exactly what I think you two are doing, because you are doing it."

"That made no sense at all Kat!" Peter laughed

"You make no sense" Kitty giggled as she also walked out into the hall.

"So what's up?" Rogue asked turning back to Peter.

"Oh yeah almost forgot, this place wouldn't happen to have a VHS player would it?" Peter asked holding the tape.

"Yeah we do c'mon I'll show ya." Rogue said leading Peter down to the rec room/basement with Kitty following behind. When they reached the rec room Peter walked over to the box TV making sure it was plugged in he turned on the VHS player and put the tape in.

"Hey Pete what is on that?" Kitty asked him as they sat on the couch Peter in the middle subtly putting an arm around Rogue who was hesitant looking at his bare skin.

"We are about to find out." He smiled at Kitty. The tape started and it showed a room, no wait a lab and a man asked from off screen.

"Is it recording?"

"Yeah." Another voice spoke.

"Okay then." A man then walked on screen he was in his early 40's maybe late 30's he had grey hair and wore wire frame glasses, he was familiar Peter thought, but not who he thought it was he suddenly felt somewhat upset.

"Hello my name is Edward Brock Sr. The person behind the Camera is Dr. Curt Connors" Peter's eyebrows raised as he heard this. The man continued.

"My name is Otto Octavius." The face of Peter's late friend walked on screen as well. Another person walked on screen this one Peter recognized instantly a small smile forming on his face. The man took a seat he looked nervous looking off screen really quickly he turned to face the camera and spoke.

"And I am Dr. Richard Parker."

 **Chapter 9: The Suit**

 **As usual sorry for the delay of this chapter I will begin working on the next one very soon, we are really close from stuff getting really exciting. Until next time thanks for reading.**


	9. Chapter 9

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, and Disney.**

 **Before I start this chapter I want to take a moment to say thank you to the man who made this story possible. Stan Lee. Without him there would be no Marvel, no X-men, no Fisk, no Spider-man. I had the honor of meeting him a few years ago and got the chance to tell him how big an impact his stories had on me, growing up I was always on the move never lived in one spot for very long and therefore never really had that many friends. I grew up reading Spider-man, Daredevil, X-men, etc…. I had even like I'm sure every kid has pretended to be Spider-man, I felt like Spider-man. So when I told him this he looked at me smiled and said "You very much could be Spider-man, anyone can the only difference is that you can do great things, without having powers." He was the nicest and most genuine person. I started this story with the goal of telling a story that I feel like hasn't been done justice, the symbiote saga is my absolute favorite, and I wanted the chance to tell my take on it. None of this would be possible without him. It's not even just this story, through comics and conventions I have been able to make friends to find where I belong in this world and that's all because he had an idea, an idea that nobody thought would work, but he made it work. I owe so much to him and even though I only met him once at a comic con, I can safely say he might just be one of my biggest inspirations. Rest in peace Stan, excelsior.**

 **This will also be a shorter chapter as the next chapter is a big one.**

 **Chapter 9: The Suit**

Rogue's eyes were wide as she looked from the screen to Peter back to the television, the resemblance was uncanny. The same brown hair with a very similar style same facial structure, the only difference really was the eyes, Peter's were hazel green, while Richard's were brown. She looked over to her boyfriend? Were they boyfriend and girlfriend? She shook the thought out of her head quickly that was something for tomorrow. Peter was staring at the tv his eyes not wandering from his father he had a small smile on his face that made her happy. Kitty was also noticing the resemblance the two had. Another man walked on screen he was taller than the others and skinnier as well, but what struck Rogue first was the fact that he only had one arm. She remembered the name that the one guy had said, Curt Connors. She had heard that name before, she looked over to Peter and saw his face fall a little, of course now she remembered Dr. Connors aka the Lizard one of Peter's earliest foes, she looked at the shortest one on screen he was rounder than the others with short brown hair, and goggles on his face. Otto Octavius, Doc Ock, Peter really didn't talk about him that much all he had told her was that he was killed. She looked back to the television in time to see Richard start talking.

"We don't have much time to explain, but we feel…" He paused and looked at the others whose faces fell.

"We feel like we need to explain a few things. First off I feel like it is important to talk about who we work for, we work for the Supreme Headquarters International Espionage Law-Enforcement Division more commonly referred to as S.H.I.E.L.D we are the heads of each of the science divisions, Otto is in robotics, Curt is in biology, Edward and I are Co-heads of genetics. On March 11th earlier this year a meteor crashed in New Mexico. At first we all thought that it was just apart of the common meteor showers, but then we discovered something amazing. We were called in 5 days after the meteors had crashed to investigate something that was found in the meteors." Edward took that as his cue to reach behind him and grab a test tube he turned toward the camera and showed off the contents a black liquid….that looked like slime. Peter leaned forward remembering the test tube on his desk.

"We call it a symbiote." Dr. Connors explained

"We call it that based on the unique properties it showed, you see when we were called in it was attached to an agent , almost living off of him. Upon further study we discovered it had healing properties, we learned this after the said agent had broken his leg…..it was completely fine the next day." Otto stated. Richard looked sad for a second, but then continued.

"Like most things though what started with good intentions, quickly turned into something horrible. We believed that we could use this symbiote as a new form of medical treatment, you have to understand though what had happened with that agent was a miracle. So naturally we got in way too much over our heads. We believed we could use this as a cure for cancer."

"The way we went about this though was flawed though, we built a machine that a person could lay in and have this symbiote encase them completely and we would do it in batches, sorta like a new chemotherapy. This earned the project it's name The Suit." Otto showed off schematics that he was holding.

"Yes, but where chemotherapy can cause the person getting treated to lose their hair. This caused them to lose...much more." Curt said sorrowfully.

"There were so many things we didn't know about this symbiote and yet we were so eager to experiment this plan, too eager, I wish we didn't, but we built the machine, and got our first volunteer. He had been diagnosed with stage 4 terminal cancer so he was eager for this. The day of the experiment arrived and things were going to plan, until the trial itself. The suit went ahead and encased him, but then instead of healing him like the plan, it actually started to kill him, we quickly tried to abort the experiment, but we couldn't manage to get the suit off of him eventually, it let go of him leaving him alive, but very weak. I wish we can say that's where we ended this project, but a few weeks later we decided to do another experiment." Edward continued the story.

"During this trial we experimented a woman with breast cancer who had also volunteered, when she was exposed to the suit there weren't any problems, and when we tested her….she was cancer free, we decided to keep her at HQ. That's when the bad stuff started happening, she started showing signs of schizophrenia, depression, anger, and one day something in her just snapped she started yelling strange things using the word "We and us." instead of "I and me." When a doctor went to check on her she attacked him breaking his arm and a few of his ribs. Later that day we found her dead in her cell it was a sight straight from a horror movie." The four of them all became uneasy and then Richard looked right at the camera.

"I wish we had known what would of happened so we could stop ourselves, but whoever is watching this believe me, that symbiote is dangerous no doubt, we had no idea and I wish my family can forgive me for what we have done I'm the one who rushed the project. I'm so sorry." And after he spoke these words Curt walked off screen and ended the recording causing the video to cut leaving the three teens staring at a black screen trying to process what exactly they had just watched.

"Oh….my...Oh my God" Kitty stumbled for the right words.

"Yeah…." Rogue agreed wide eyed. Peter just stared at the tv where the face of his father and two of his friends had been moments ago. One thought going through his mind.

"Dad?...What?"

"Sugah, ya good?" Rogue inquired looking at him softly. Peter looked at her and smiled.

"Yup just a little tired after that whole thing…" He got up and yawned. To which Kitty also yawned and looked at her watch.

"It is really late we should call it a night, got that Halloween party tomorrow. So I'm going to call it a night. You two don't stay up." Kitty winked and then walked off. Rogue just rolled her eyes.

"She is ridiculous." Rogue grinned facing Peter whose expression was darker than usual. She instantly walked up close to him.

"Peter. Talk to me." She put a hand on his shoulder. Peter just shook his head and turned away.

"I'm going to bed, goodnight." He said bluntly and then walked off leaving Rogue by herself the only light coming from the tv. She tried not to feel hurt by Peter's reaction, she couldn't imagine what he was thinking about or how this was affecting him, but the cold shoulder kind of panged her. She sighed turned off the tv and then walked up to her bedroom.

Peter closed his bedroom door quietly behind him his brain still going a thousand miles an hour trying to process everything. He looked over to his desk where the vial was, he walked over and picked up the vial the black goo inside reacting to him picking it up and it moved almost like it was trying to escape the vial. Peter just stared at it, the contents of which caused so many problems, and because of his father. Wait, he said it was destroyed right? That means that he lied his father lied, he kept a sample, for what?! Anger suddenly took Peter over and before he even knew what he was doing he threw the vial as hard as he could at the wall, causing it to shatter on impact. Peter stared at the wall for a second and blinked where did all that anger come from? Peter took a shaky breath and went to turn off the lights, he tucked himself into bed and he was quickly asleep.

* * *

Even though Peter Parker had managed to fall asleep Wilson Fisk was not able to, Vanessa was on her side of the bed snoring slightly, Wilson sat up and turned to face the white painting on the wall next to the bed, Vanessa sold it to him years ago when they first met, and it was the purest thing he had ever seen. It always calmed his nerves. He got out of bed and walked into his closet. He looked through the expensive tuxedos and suits he owned. His hand gently grazing over each one. He grabbed a black coat, and matching pants and laid them on a chair. He then started looking through his dress shirts and decided on a black one as well. He opened a drawer and grabbed a purple tie and gold cufflinks. His mind wandering on the events that awaited him tomorrow. He would be announcing his candidacy for mayor of the city. It was the first step in his long term plan to cleanse this city. He sat down on another chair that was in the closet and looked in the full length mirror.

"Wilson?" Vanessa's voice broke him out of his trance.

"Hmmm? I'm sorry my dear I just...couldn't sleep." He looked at her and spoke unusually soft.

"Is this about tomorrow?" She sat down next to him. He sighed and just nodded slightly.

"My father ran for mayor as well, and he was embarrassed. What if, what if this city just sees him in me."

"Wilson, you are not your father, he was a horrible person a monster, you are no monster. This city will love you I guarantee it."

"How can you guarantee something like that?"

"I can't, but I do know that you are the only person willing to do what is necessary to help this city, and I believe that they will see that as well." Vanessa held Wilson's hand and kissed his cheek gently. He smiled at this. She noticed the clothes he had laid out for tomorrow.

"Is that what you plan on wearing?" She looked at him, he tilted his head at to look at the clothes.

"Y-yeah, why does that matter?" Vanessa stood up and walked over to his clothes.

"Tomorrow is the first time this city will see you, and you know what they say about first impressions." She proceeded to grab a white silk coat and white pants. She then grabbed a white dress shirt as well. Wilson looked at her skeptically as she laid out the new clothes and hung the black suit back up.

"I am very capable of dressing myself Vanessa." he deadpanned.

"Oh I know darlin', it's just that all politicians wear black and you want to know why that is Wilson?"

"No?" Wilson said not sure where this was going. Vanessa smirked and rolled her eyes.

"Because they have something to hide, black is the color of anger, the color of lies, it's impure, but by wearing white you show everyone that you are a man of class, a man with nothing to hide. A man they can trust." Wilson thought for a moment before deciding she was right.

"Of course, you're right as usual my dear."

"I know, but looking at this ensemble there seems to be something missing….OH I know." Vanessa walked out of the closet leaving Wilson confused. A few moments later she walked back in with a case in her hand.

"I meant to give this to you for Christmas, but considering tomorrow is your big day, I want you to have it now." She handed him the box it was narrow, but long. He took the package and carefully opened it. He saw the contents inside and looked up at Vanessa.

"Do you like it?" She asked as he took out the cane, he stood up and noted how it came up to the proper height meaning that is was made custom for him, he looked it over. It was long and wooden the wood was black, a gold ring was at the bottom of it, and at the top a large, clear, sparkling diamond sat. He turned to face her.

"I...I do very much, thank you my love." He smiled at her, and Vanessa smiled back at him lovingly. She stood up on her tiptoes and pressed a kiss to his cheek.

"Anything for you Mr. Mayor."

* * *

Sunlight filled Peter's room the next morning as Peter's eyes fluttered open, somehow he had made it through the night without a nightmare, and it was nice. Peter sat up and stretched he was in high spirits despite the events of last night. There was a knock on the door.

"Come in!" He yelled out and by no means was surprised when Rogue walked in. He smiled brightly at her.

"Mornin sugah, how are ya feelin?" She asked warmly

"Better, i just need to sleep on it ya know…" He replied

"Look I-I can't imagine wha-"

"-Rogue it's fine, I'm over it I promise."

"Are ya sure?"

"Yeah."

"Well okay then….do ya want to go get breakfast just the two of us?" She changed the subject

"Yeah of course." Rogue smiled at this

"Well get dressed and then I can drive us to an ihop or somethin."

"Aye Aye captain." Rogue just shook her head at her…...boyfriend? That still didn't feel real. She turned to walk out of the room but noticed the glass on the floor.

"Did you drop a glass?" She pointed at the shards. Peter looked at where she was pointing, remembering the contents of the vial he broke against the wall, he decided he couldn't tell her the truth, he needed to destroy the symbiote once and for all. So he went with the lie.

"Yeah i just tripped, I'll clean it up later." Rogue just shrugged and walked out of the room. Peter got out of bed and went to grab clothes from his closet but something else caught his eye, his Spider-man suit was on the ground as usual, but his spare suit, something was off. And by something, the entire suit was now black with a giant white demonic looking spider on it.

"Uhhhhh, what…" Was all Peter could get out he was totally confused. He picked it up to get a closer look.

"Peter" A mysterious voice said, and like anybody would react Peter freaked out and threw the suit into the closet. Breathing heavily he grabbed clothes and decided to forget about that incident. He quickly got changed and walked downstairs where Rogue was waiting for him. She was wearing tight blue jeans, knee high boots, a black button up shirt, and a brown leather jacket that matched her boots. She also had her signature gloves on, her curly hair was down a black hairband keeping it out of her face. In that moment Peter had forgotten about the black suit in his closet. He looked Rogue up and down, sure he knew she was beautiful, but now that they were dating (In secret but hey who is actually keeping track of that stuff) She was the most gorgeous person in the world, a year ago if you were to ask the young boy from Queens who he thought was the epitome of beauty he would of said Mary Jane Watson in a heartbeat, but now, now he was positive his answer would be the southern belle that made him feel happy again. He was so fixated on her he didn't realize she had said something. Blushing and shaking himself out of his trance he looked back at her, she was blushing and smirking at him.

"What did you say? Kinda got lost looking at….that lamp…" Peter caught himself and pointing to the table next to her, she giggled.

"I said you're drooling." She laughed, Peter's eyes widened in horror, and he quickly wiped his mouth. Rogue started laughing harder.

"Sugah, I was jokin, i said Logan, and the professor want to see ya before we leave." She wheezed out from her fit of giggles. Peter turned a shade of red that matched his suit….well his normal suit, not his new black suit that he was still super duper confused about.

"Oh…" Was all he said before turning around and quickly walking to the professor's office. Rogue couldn't keep it in she started laughing so hard she forgot how to breathe as Peter walked off. Peter reached Xavier's office and knocked on the door. The door opened as soon as his knuckles connected the door. He walked in and noticed the professor at his desk and Logan was sitting in a recliner in the corner.

"Good morning Peter. I take it you slept well?" Xavier greeted him.

"Actually yeah, very much so." Peter beamed thinking about how peaceful last night's sleep had been.

"That's all and good bub, but we've been talking…" Logan piped up from the corner and of course Peter jumped to conclusions.

"Are you kicking me out?" He asked that would be the most evil thing in the world, Oh you had a good night's rest for the first time in months, cool now get out.

"What? Of course not." Xavier laughed

"Oh...My bad, what have you been talking about then?"

"As I was saying we think." Logan paused to point at Xavier.

"Actually HE thinks it would be beneficial if I take you under my wing, and train you."

"Train me? I mean no offense but I think I'm perfectly capable myself."

"Of course Peter, neither of us are denying or ignoring just how skilled you are, it's just that we want you to be the best you possible." Xavier smiled at him brightly.

"So what you're saying is that Logan will be my Obi-Wan?" Peter quipped logan just growled.

"Keep making smart ass comments and I'll be the person who tears you to shreds." Peter's eyes widened and he gulped.

"My apologies." Was all Peter said.

"Logan what have i told you about threatening the students?"

"Yeah, yeah, yeah."

"So Peter what do you say?" Xavier smiled warmly, Peter looked at Logan and decided it was best to just roll with it.

"Yeah sure, sounds good. I can go from Amazing, to Ultimate." Peter smiled.

"That's the spirit you will begin after school tomorrow." Xavier stated.

"Okay cool, soooo can I go now?" Peter asked Xavier laughed a little, and opened the door telepathically for Peter. Peter smiled at both of them and turned to walk out.

"Oh Peter one more thing." Xavier said before he walked out

"Yes?"

"You and Miss Marie should expect a talk sometime in the future. Keep in mind that I know everything that goes on in this house." Xavier seemed like he was joking, but Peter could tell he was serious.

"Y-Yeah of course." He stuttered and walked out.

Peter walked back to the living room where Rogue was talking to Storm, and Beast she had a weird looking watch on her wrist she was holding Storm's hand without her gloves on, they were all smiling like psychopaths and wait a minute she was holding Storm's hand without a glove on...It's official between the killer robot, the secret slime his father found, the black suit in his closet, meeting Wilson Fisk, reuniting with Mary Jane….This was not his weekend. He had officially hit caveman discovering fire level of confused.

"That's it, that's my limit, I'm going back to bed." he said to himself.

* * *

Wilson Fisk was standing his closest staring at the mirror as he got dressed. Frank Sinatra's "come fly with me" was playing off of a record player, he finished buttoning his shirt and started to tie his tie. Memories flowing through his mind of his father. He was not his father he told himself repeatedly. He finished tying the tie and put his suit coat on he looked himself over, deciding that he looked presentable enough he grabbed the cane from Vanessa and walked out of the closet. He walked over to the window that overlooked the city and looked down. Vanessa had called in tons of favors this morning as almost every major news station was there, The Daily Bugle where he had an acquaintance who worked there, there was also CNN, Fox News, and a few local ones. There was also a large group of people and more were still arriving. Vanessa had walked up beside him without him realizing.

"Your on in an hour Wilson, are you ready?"

"As ready as I'll ever be."

"You're going to do amazingly, do you have your speech?"

"I do over on the table." wilson said pointing over to the large mahogany table where a small stack of papers laid. Vanessa picked it up and began skimming through the pages.

"This is really good, did you write this yourself?" Vanessa handed him the speech. Wilson smiled as an answer.

"One hour…" He said looking back down at the crowd.

"One hour." Vanessa confirmed holding his hand.

* * *

Rogue and Peter were just getting back, they decided after breakfast it would be nice to just walk around the city it was around 3:00-ish in the afternoon when they got back to the mansion. They had talked about a lot of stuff, but most importantly they decided they didn't want to hide their relationship so they were going to tell everyone. As they got back the group was all currently watching something on tv.

"Hey guys!" Rogue called out, all of them turned their heads and greeted the two.

"Afternoon, how was lunch?" Bobby replied

"Lunch was good, listen we have something we wanted to tell ya'll." Rogue smiled at Peter the group looked awaited whatever the news was.

"Well you see, it's ummm it's like this…" Peter suddenly was hit with nerves and couldn't form a sentence to save his life. Rogue rolled her eyes and grabbed his hand with her gloved hand.

"What he is trying to say is we are dating." Rogue finished for him leaving Peter to be embarrassed, the group was silent for a second as the news set in, and Kitty instantly got up and sprinted at the two enveloping them in a hug.

"Ohmygodohmygodohmygodohmygod CONGRATS YOU TWOOO I"M SOOOO HAPPY AHHHH" Kitty screamed.

"I mean you two really weren't that subtle, but still congrats." Bobby smirked at the pair who started to blush.

"I can't say that I'm surprised, but I am still happy for you." Jean smiled politely. Scott just laughed.

"Great now we can be dragged to do stuff together hey Pete?" Peter chuckled as a response.

"OOOOH DO YOU TWO HAVE A COUPLE'S COSTUME FOR THE PARTY TONIGHT?!" Kitty again screamed.

"Uhhhh no?" Peter laughed

"Awwwww booooo" Bobby through a candy bar he had at Peter.

"What?! I'm not even going to the party!" Peter dodged the candy bar.

'What?"

"BOOOOO"

"Come on!" Were the responses he got he was about to retort when the tv caught his eye. More specifically what was on it.

"What is this?" Peter asked glaring at the TV.

"Hmmm I dunno honestly but it is on almost every channel." Bobby replied turning back to it.

"Turn it up." Was all Peter said walking closer to it.

"Uhh you good sugah?" Rogue asked worriedly it was like Peter was in some kind of trance.

"Maybe, I don't know…."

"What's wrong?" Scott asked curiously.

"I-I know him…" Peter pointed at the figure who stood at a podium dressed in an all white suit.

"What do you mean know him? Like personally, like name to name basis?" Bobby pried for more information.

"Kinda, in a way. He knows who I am...who I really am…"

"Wait he knows your Spider-man?!" Kitty asked looking from the TV to Peter confused.

"Yeah…"

"Does that mean he's trustworthy?" Jean tried her best to piece stuff together.

"No...far from it, his name is Wilson Fisk." Peter stated as if that would be a dead giveaway to them.

"Who?" Scott retorted. Peter took a deep breath looking at the tv.

"The Kingpin…"

* * *

At Fisk towers Wilson was currently delivering his speech to the crowd of onlookers and news teams.

"For too long have I sat quietly and watched as this city gets destroyed, more and more everyday. For too long have I stood by as drug lords, human traffickers, and general scum destroy this great city, but that brings me to my next point. For too long now we have let vigilantes ruin our city, masked criminals who think they are actively helping. The likes of Daredevil, Iron Fist, Black Cat, and so forth must not be held against the law. Do you feel safer with them in this city? I for one do not how long until they turn on us and start attacking innocent civilians, what happens then? It is a crime for one to take the law into their own hands, and I promise that the people in question will face consequence." Wilson took a deep breath before continuing he looked to his side where Vanessa was standing, she smiled proudly at him and motioned for him to go on.

"That being said there is one glaring offense that needs to be mentioned. Spider-man." Wilson paused as the crowd of onlookers muttered between each other in confusion as to where this was going.

"Spider-man falls into a different category entirely. Where as the previously mentioned vigilanties were all breaking a law, Spider-man is for no better word a menace. His very existence incites challenge for any of those psychopaths who can afford a fancy suit. The likes of the Green Goblin, Shocker, Sand-man, Scorpion, The Vulture, The Lizard, and so forth all put many many innocent lives in danger for the sole purpose of settling a score with Spider-man. Their fights often destroying many landmarks and properties in the chaos, and who repairs them, I do, you do, you the fine people of New York get money taken away from you while Spider-man doesn't face a single consequence. Not one, and that makes me sick. People of New York vote for me to be the next mayor of this city and I will lead us out of the dark ages, zi will make sure the vigilantes all face consequences, but more importantly I will put an end to the reign of the Kingpin himself...Spider-man. My name is Wilson Fisk, and it is time that I stopped watching and sitting quietly the time has come for me to help cleanse this city, to make it prospere and pure, with that I hereby announce my candidacy for mayor of this city. Thank you." Wilson finished his speech he took a shaky breath as the crowd was completely silent, but after a few seconds the crowd erupted in cheers and applause. He looked over to Vanessa and they shared a smile.

* * *

Felicia Hardy was in her penthouse watching the scene in disgust.

Matt Murdock was huddled around Karen's laptop with her, and Foggy watching the scene speechless in their little law firm.

Danny Rand, and Luke Cage were at Rand industries in disbelief, what just happened.

Logan was at a bar his fist clenched hearing every word that Fisk had just said and growled.

"Give me another beer." He growled at the bartender who got scared and quickly grabbed another bottle and gave it to him.

But out of everyone watching the scene play out not one of them reacted like Peter Benjamin Parker. He stared at the tv for a few seconds before turning to head to his room, but not before letting out an ear piercing scream.

"Are you fucking kidding me!" He yelled scaring his friends who had never quite seen him react to this since Shocker..

"Peter calm down." scott tried but that was a poor choice of words and only set Peter off more.

"Calm down? How the Hell can I calm down Scott?! That man is responsible for most of the awful stuff that happen in this city, and they are applauding him. Cheering him! God Damnit!" Peter slammed his fists on the table. He took a few shaky breathes.

"I'm in over my head, I thought….I thought I could beat him, but he has always been steps ahead of me. This game of chess is reaching the end, that's check I can't win now, all I can do is delay the inevitable, but what's the point. I lost, I lost and now he is going to destroy this city." None of Peter's friends could believe what they were hearing he was giving up?

"Sugah…" rogue started but Peter shook his head and turned to head to his bedroom leaving his friends to worry about his deteriorating mental state. Xavier, hank and Storm who had heard the commotion came into the living room.

'What was all that about?" Storm asked

"That." Jean pointed to the tv where Fisk was now standing and waving at the crowd. Rogue followed after Peter.

* * *

Peter nearly slammed his bedroom door as he walked over to his closet and grabbed his suit not noticing that the black suit form earlier had gone missing. He ripped of his shirt and pants and started to put on his suit.

"You can still end this…" A voice spoke from seemingly nowhere.

"What the? Who said that?" Peter called out, but received no response. Shrugging off he continued to put on his suit.

"Your angry...use that...destroy him you have the power." The voice again said, Peter froze again.

"Okay, who's there?" Again no response. Getting freaked out Peter finished putting on his suit in record time. He put his mask on just as Rogue walked in.

"Sugah…"

"I'm fine." Peter snapped darkly at her. Not sure where that came from.

"No you're not come on talk to me." She walked closer to him.

"Why do you care." Peter growled again not sure where this was coming from.

"Because I care about ya, ya dumbass." She was starting to get annoyed.

"I'm not in the mood."

"Peter."

"I SAID LEAVE ME ALONE!" He turned and screamed at her she backed up scared. Peter realized immediately what he just did and ripped off his mask.

"Anna, I'm so sorry I have no idea where that came from, I didn't mean it." Rogue just stared at him eyes wide in shock.

"It's just Wilson Fisk is an awful person, I have to stop him, but I don't think I can." Peter sighed sitting on his bed. Rogue snapped out of her trance at sat down next to him.

"I know ya will. You've been in tough situations before and every time ya find a way to defy the odds. Your resilient as hell." She grabbed his hand.

"Last time I felt like this I lost my Aunt….I-I can't lose anyone else, maybe it is best if I stop before something happens."

"But that's not who you are. And you don't have to fight this alone, I guarantee Matt now has some beef with Fisk. He might of put ya into check as you said, but he also left his king wide open. He put a target on his back, and I know that none of ya will give up until he face his own consequences. He won't beat ya sugah, call it a woman's intuition but I just have a feeling that ya won't lose." Peter looked her in the eyes as she finished this. He couldn't remember the last time someone had his back like this.

"Thank you Anna, I don't know what I would do without you." Peter smiled at her and she smiled back.

"Of course sugah, just know though ya yell at me again and I will beat ya up." She joked and Peter's smile fell.

"I'm sorry…" He looked away guilitly.

"Sugah, I was jokin, ya can't hurt me." She made him look at her to show him how serious she was. He smiled lightly.

"Right back at you." He said softly she blushed a little remembering the device she currently had on her wrist she decided to take a chance. She leaned forward and Peter too wrapped up in the moment to stop her also leaned forward until their lips made contact. The kiss was soft and gentle and didn't last for that long, but it was till the best feeling in the world. Sure Rogue had kissed Remy that one time, and Peter kissed MJ a ton, but none of them felt like this, this one just felt right. They pulled back slowly lost in each others eyes.

"Wow…"

"Yeah" Peter laughed

"Be careful out there I want a part two." Peter smiled at her.

"Yeah of course, but how am I not….dead right now?" Peter asked the big question standing up.

"Special gift from Hank." She held up her wrist showing him the watch that acted as a power nullifier. Thank God Hank McCoy was a genius, and somehow got it to work.

"Well I will have to thank him sometime." Peter smirked and Rogue blushed and grabbed his mask. She slowly put it on for him.

"Be careful sugah."

"I will." He said turning an opening the door to his balcony.

"I like her…" That voice from earlier spoke as Peter swung away.

"I'm definitely going crazy…"

As Rogue watched him swing off butterflies very much present in her stomach. She turned to walk out but something caught her attention, this morning there had been glass all over the floor, but now it was gone and she had been with Peter all day, weird. She just shook it off and walked out.

* * *

Peter had swung all the way to Times Square before he decided it was time for a break looking at his phone it was already 7:00 he should start heading back. He looked down and saw an electronic screen in Times Square that read "VOTE FOR FISK" Peter growled and shot a web at a nearby building he began swinging when his spider sense went off and suddenly his web snapped. He fell onto a nearby roof. His spider sense on high alert. The world slowed down as he heard a loud _bang_ he dodged the bullet and turned to face the source of it, standing a few buildings away holding a sniper rifle was the guy in the scary skull mask.

"Great this should be fun" Peter said remembering the last encounter.

 **Chapter 10: Taskmaster**


	10. Chapter 10

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-man, all rights belong to Marvel, and Disney.**

 **In Memory of Stan Lee, this might be my story, but it's your universe, sleep well.**

 **Chapter 10: Taskmaster**

Jean was exhausted it was only 8:30 but she decided to head to bed, she was worried about Peter, the last few weeks it seemed like he was genuinely recovering from his Aunt's death as well as his PTSD, but with all the Wilson Fisk stuff happening it seems as though he is going down a darker path, she just felt like something was off with him. She needed to talk to him tomorrow because Rogue seemed to be affected by his character shift as well. The second her head touched the pillow though all these thoughts disappeared and she fell into a deep sleep. As a telepath, she often had dreams that weren't her own. Sometimes it would be someone else's dream, sometimes a memory, tonight was no exception she was in some sort of alleyway it was rainy and she could tell by the people shivering and wrapped in their coats it was cold as well. She heard people cheering so she decided to walk closer to the sound. She saw a large group of people in a circle, curiosity overcame her and she decided to walk through the crowd. She metaphorically pushed her way through the crowd (Though she was basically a ghost) and got to the front and she realized why everyone was cheering as she saw what they were all circled around. There were two men, well one man and a boy, they were both shirtless which Jean thought was insane given the weather. Their fists were wrapped up and Jean realized what this was. It was a back alley boxing match, she rolled her eyes at the stupidity of men and returned to watching to take a closer look at the fighters. One of them looked like a stereotypical big brute. He was roughly 6'0" with a build equivalent to Logan's, he had a few scars on his chest and a couple of bruises on his face. He's not who drew her attention though it was the boy, he was younger than her, roughly 14 with messy brown hair, and a surprisingly athletic build, he reminded her of a young Peter. As she was comparing the kid to Peter the big brute connected a huge hit causing the kid to fall hard on the ground. Jean could see parts of his chest were now purple, he had a swelling black eye and a bloody nose that probably was broken after that last punch.

"Call the match!" Someone in the crowd said

"Yeah this isn't right?!"

"Get up kid!"

"Aww what's the matter gonna go cry to mommy?"

"Kid for your own good stay down, I've won." The brute said cracking his knuckles and walking over to the kid.

"No...no, I'm good just give me a sec." The kid coughed out some blood, and now that she heard him talk Jean thought for sure that this was a young Peter Parker before the weight of the world got placed on his shoulders.

"I don't think you understand how a fight works, you lost go back home!" The brute exclaimed now standing right over him. Defiantly though young Peter started to stand back up, his knees were shaky and the crowd went silent out of fear probably, as far as they were concerned they were about to watch a murder. The brute started to laugh.

"I really don't want to hurt a kid, just give u-" He was interrupted as Peter punched him square in the jaw causing the brute to backpedal and hold his face.

"Sorry Crusher, but I don't give up," Peter said stumbling towards Crusher with his fists raised in a fighting stance. Crusher threw a punch that Peter easily ducked out of the way of, seeing an opening Peter threw a strong punch to Crusher's gut. Crusher started coughing and bent over holding his stomach. Still ducked down Peter again seizing an opening shot up and delivered a huge uppercut. The force of the uppercut caused Crusher to fall flat on his back coughing. Peter walked closer.

"I give, I give!" Crusher furiously tapped on the pavement, Peter grew a smug smirk as the crowd congratulated him. The world seemed to shift though and suddenly she was in a warehouse. She looked around and saw Peter wearing what had to be his first suit because it was just a red and blue hoodie with a spider spray painted onto the front and back. He was in the middle of a fight with an elf? Jean recalled a story Peter shared of someone named the Green Goblin, this had to be what he was talking about. As Jean took a closer look though she noticed that Peter's description of him didn't hold a candle to just how terrifying the monster was. She watched the fight carefully, Peter couldn't land a single hit. He tried throwing punches, kicks, aerial attacks, but everything he did Goblin countered. Jean was left helpless as the Goblin was beating Peter to an inch within his life, and Peter still wasn't giving up he kept throwing attacks that didn't connect, it really was the equivalent of watching the jocky football player beat up the poor skinny nerd. The Goblin sent a final punch that caused Peter to fall back onto his back. The Goblin walked over to him and took off his mask. Revealing how beat up Peter really was. Goblin grabbed a handful of Peter's hair and caused him to look up at him.

"We would have been great together kiddo, one day I'll prove to you that you will have to loosen your moral code, one day you will have to go the extra mile because I'm just the beginning, if you keep going down this road there will be others who since the weakness I sense in you. Just give up and join me. Together we will be unstoppable."

"Why should I?" Peter coughed

"Why should you? How about the fact that I made you! You would be nothing if it wasn't for me hiring the likes of Shocker or Scorpion! You owe me for your existence, without yang there couldn't be yin. You can't survive without me, I'm offering you friendship, a life where we can coexist, think about it. We can do whatever we want and who can stop us? The cops already made up their mind about how they feel about you. So maybe it's time to give in and become the menace they see."

"No, I'm not like you, I won't give up doing what's right, no matter if I get thanked or not. I won't be like you."

"I see, I'm sorry you feel that way, goodbye, Peter Parker." The Goblin got onto his glider and pressed a button on his belt and the warehouse was filled with beeping noises, The Goblin flew out leaving Peter to try and scramble to his feet but it was too late as the roof was blown off the supports falling and crushing Peter. Jean gasped she had no idea just how much her friend had been through.

"Someone help!" She heard him cry out.

"PLEASEEEE I'M STUCK!" He was crying harder and fully broken down into a sobbing mess.

"It's okay Jean spoke out to him," Even though she knew he couldn't hear her she knew that even though this was hard to watch Peter makes it, someone had to come and help him.

"I'm so stupid! I'm just a kid...ANYONEEEEEE!" The next few seconds were filled with Peter crying until he just grew calmer he took several deep breaths as he made eye contact with his mask.

"I'm not just a kid…." He screamed out in pain as he tried to pick up the rubble that was crushing him. Jean held her breath no way. Someone had to have come to help Peter right?

"Come on Spider-man! That's who I am, This will not be my destiny, this will not be where my story ends, I won't give up, AHHHHHH!" Peter cried out as he managed to somehow get to his knees supporting the rubble on his shoulders, with one final cry he managed to lift the rubble and escape.

"I won't ever give up, not when people are counting on me." He said to himself as he picked up his mask and stared off into the stary night.

"Thanks Uncle Ben." And with that, he swung off and the world once again changed. She was on a rooftop somewhere in time square she looked around and Peter was on the ground. This version of Peter looked more like the present day, the way he carried himself as well as the suit. Jean looked around and saw a board in time square that said "Vote for Fisk" and then saw another one, this one had the date and time, the date was the same as the present day the time on the board was 10:03, she was looking around when a loud gunshot caught her attention. The dream ended as she shot up awake she looked at the clock next to her bed 10:15.

"Oh no." She gasped and shot out of her bed and ran to Kurt's room. She started smacking on the door and Scott answered.

"Jean ummm hi," He smiled awkwardly

"Scott hi is Kurt awake?" She said in a hurry and Scott's smile faded a little

"Yeah he was just on the phone with Carlie I'll get him. Kurt! Jean wants you!" He shouted back into the room

"Thanks," Jean mumbled

"Don't mention it what's up?" Scott asked putting an arm around his girlfriend.

"It's nothing hopefully. KURT!" Jean was starting to panic, what if her dream was real, Peter might be dead.

"Coming!" Kurt yelled out walking out into the hall.

"Kurt I need you to teleport somewhere!"

"It's past curfew Jean." Kurt argued.

"Kurt please it will only take a second!"

"Jean calm down tell me what's up?" Scott tried comforting her again.

"What's up is that our friend is lying on a rooftop somewhere and nobody seems to want to cooperate!"

"What the actual Hell is with all the yelling?" Kitty walked out of her bedroom

"What do you mean Jean?" Scott asked. Jean took a shaky breath and looked to Kitty.

"Is Rogue awake?" She asked Kitty

"Nah she went out as soon as she laid down."

"Good. Okay Peter's hurt. Like really hurt."

"What? How do you know?" Scott asked in disbelief

"How the fuck do you think Scott?" Jean snapped back

"Oh right, sorry…"

"Kurt, please if I put the image inside your head you should be able to teleport there right?" Jean was almost in tears at this point.

"Yeah…" Kurt said

* * *

 **Time Square 7:00**

Peter stood still as he looked across the roof to see the man in a skull mask, the man dropped his sniper rifle and pulled out a sword.

"We didn't talk much last time, allow me to introduce myself, they call me Taskmaster."

"Catchy, I am Spider-man"

"I know who you are my client wishes you dead."

"And by Client, I'm guessing you mean…"

"Wilson Fisk." Taskmaster interrupted

"Yup, So what's your deal? How did you get roped into working for someone like Fisk?"

"I'm nothing more than a hired gun, I kill who I am asked to kill no questions asked...as long as the price is right."

"So what's the price on my head? Wait don't tell me a million?"

"Five Million as long as I bring your mask back."

"Holy Sh-I'm not even mad I'd kill me for Five Million, hey do you think I can turn myself in?"

"No."

"Darn it,"

"Enough talk. It's time to complete my task." Taskmaster raised his sword and slashed at Peter who dodged out of the way.

"Taking your name a bit seriously don't ya think?" Peter chirped and Taskmaster swung his sword at Peter a few more times and Peter kept dodging.

"I mean look at me! I don't have 8 limbs now, do I? That would be awful!" Peter dodged another sword slash. He shot a web at Taskmaster's sword, but Taskmaster caught the web and pulled Peter close to him and sent a kick to the side of Peter's torso. Peter through a punch but Taskmaster caught it and pulled out a knife and slashed Peter's torso, Peter backed away holding the fresh cut. Taskmaster charged at him with the knife and slashed at him Peter again was on the defensive. Taskmaster managed to cut his leg and take Peter down. Taskmaster was hovering over Peter with the knife right over his throat, Peter struggled and squirmed, he sent a knee to Taskmaster's stomach and kicked him off, Taskmaster flipped backward and landed on his feet. Peter kipped up and groaned as the cut on his leg stung him. Taskmaster threw the knife and Peter ducked it, Taskmaster charged at Peter again, Peter tried to dodge but was too slow as Taskmaster wrapped his arms around Peter and tackled him off the building. The two started falling into Time Square Peter shot a web that attached itself to the side of a building but Taskmaster threw a throwing star of some sort to cut the web line leaving Peter to free fall to the streets below. Meanwhile, Taskmaster used a grapple gun to catch himself before he hit the ground. Taskmaster landed perfectly on his feet while Peter landed on a car crushing it underneath him.

"Ow…" Peter groaned as he got back to his feet.

"Hey is that Spider-man?" A random onlooker shouted

"Yeah, that's Spidey! Who's the other guy?"

"I don't know but if he's fighting the web head he is probably a good guy!"

"Yeah go Skullman!"

"Oh for the love of God." Peter coughed.

"It's pitiful, isn't it? How quickly people's opinion change because of one person's?" Taskmaster noted as he pulled out a second sword.

"Eh, I'm used to it by now." Peter retorted Taskmaster walked closer to him raising his sword. Peter dodged the first swing and sent a kick into Taskmaster's chest, he followed up by punching his face, but it hurt as the mask appeared to be a type of metal, and audible crack could be heard and Peter held his wrist.

"God, what is that thing made out of?" Ouch." Peter said nursing his hand. Taskmaster again slashed his sword this time barely grazing Peter's cheek with the tip of the blade. Peter winced but that didn't stop him from jumping behind the now wrecked car and using as much strength as he could kicking it at Taskmaster, who just gracefully flipped over it as it slid under him. He landed perfectly again and stood in a pose waiting for Peter's next move, he was curious to see what Peter's next attack would be. Peter was also wondering what his next attack should be because he had tried using his webs, he tried punches and kicks, and now he tried kicking a car at Taskmaster, and it seemed like he had a counter-attack for everything Peter did. Peter looked around and had a bad idea, he spotted a manhole cover and shot two web lines at it ripping it out of the ground, he jumped into the air and threw the cover at Taskmaster who just sidestepped it with ease, luckily though it distracted Taskmaster long enough for Peter to jump down it. Taskmaster after avoiding the cover looked around and noticed Peter had disappeared, noticing the opening to the sewer he knew where Peter went.

"Clever, but not clever enough." Taskmaster jumped down after him landing with a splash in the disgusting sewer system. Peter's plan was simple enough, he couldn't take Taskmaster on in a genuine fight, but if he uses the darkness to his advantage he might be able to do some damage from surprise attacks. One problem though he hated the smell of sewers.

"It smells like Flash Thompson's gym locker down here." Peter gagged as he hid using his spidey sense to help him get an edge on Taskmaster. Taskmaster had his sword drawn carefully walking around slowly, the little bit of light was being emitted from the lenses of his mask. Taskmaster walked carefully along peaking around corners as Peter followed him from the roof. Aiming his web-shooters, Peter shot a web bullet into the water behind Taskmaster causing a splashing noise that made Taskmaster instinctively turn around and slash with his sword. Peter seeing his opening dropped down from the roof and drop kicked Taskmaster sending him face first into the water, Taskmaster stood up and again slashed on pure instinct but Peter was gone. Peter back on the roof quietly jumped to the wall next to Taskmaster as he was turning around in circles looking for Peter. Seeing another opening Peter used as much momentum as he could gather when jumping from the wall to tackle Taskmaster whose sword fell to the ground with a clang, Peter pinned Taskmaster to the wet ground and delivered several punches to Taskmasters torso and face. And then again jumped to the roof as Taskmaster regained his bearings. He picked up his sword and looked around again deciding to move forward. Peter moved and was ducked behind a corner waiting for Taskmaster to turn, and when he did he grabbed him by the head and threw him hard into the sewer wall, leaving a dent in Taskmaster's helmet and a crack in the wall. Well, Taskmaster has dazed Peter grabbed a knife from Taskmaster's belt and stabbed him in the leg, Taskmaster groaned and sent a huge punch at Peter's face, who didn't react quick enough and got hit with the full force falling back into the water.

"Very clever using your environment against me, but in a fight, you have to have backup plans for your backup plans. I can adjust in a fight in a mere matter of seconds." Taskmaster walked over to Peter and stood over him.

"I can memorize a fighting style such as yours and use it against you in the time it takes for a coin to flip. I have taken on the likes of Wolverine, Captain America, Iron Man, Daredevil, even the likes of Iron Fist were brought to their knees because of me, Ask yourself do you really want to continue a sewer is no place to die."

"No shortage of confidence huh? What makes you think you've won? A couple of scratches and a now smelly costume? If you really knew so much about me you'd know I don't quit." Peter stood up and got into Taskmaster's face. Taskmaster audibly sighed.

"So be it." He raised his sword and attempted to stab Peter but Peter was too quick and landed on the wall he again pushed off looking to tackle Taskmaster again but was greeted by a kick to the gut.

"I told you I memorize everything, you cannot use the same trick on me twice." He raised his sword and stabbed at Peter again but Peter was again too fast. He flipped and landed into the water, coming up with a quick idea Peter splashed water at Taskmaster's "face" which distracted him long enough for Peter to send a well-placed kick into his stomach causing him to stumble against the wall, Peter pinned him against the wall and threw a flurry of punches at him. Taskmaster kicked Peter away gaining some distance and slashed at Peter, who raised his arms in an attempt to block and cried out in pain as both of his arms got cut in the process. He backed off in pain and Taskmaster rushed forward attempting to stab Peter again, Peter flipped over Taskmaster and landed on the wall Peter knew he wouldn't be able to win in a one on one fight he had to think outside the box and try to outsmart him. Peter quickly retreated looking for a way out. Taskmaster followed him as Peter crawled along the wall until he found another manhole, Peter quickly climbed up the ladder and pushed the cover aside he looked around and found an apartment complex he quickly ran inside just as Taskmaster emerged from the sewer, he saw Peter run into the apartment building and followed him in. The second he opened the door Peter was waiting and used the manhole cover as a weapon and hit Taskmaster over the head with it. Peter ran up the stairs dropping the manhole cover, Taskmaster was dazed and fell to his knees, but soon recovered and ran after Peter up the stairs. Peter found the door that led to the rooftop and quickly ran outside. Taskmaster was close behind. Peter turned around as Taskmaster walked out.

"No more places to run." Taskmaster noted as the rain started to fall and thunder struck somewhere off in the distance.

"That's okay...I'm tired of running," Peter said out of breath, and getting into a fighting stance. Taskmaster put his sword back and pulled out four throwing stars. He threw them the world slowed down for Peter and he easily dodged all of them he shot a web behind Taskmaster and propelled himself forward drop kicking Taskmaster. Taskmaster stumbled and pulled out two knives he started slashing Peter tried parrying and dodging as much as he could he still got cut several times before he managed to deliver a strong kick gaining distance as Taskmaster dropped the knives.

"Come on tasky, let's go hand to hand a little no more weapons." Taskmaster chuckled.

"Okay, if you insist, your funeral kid." Taskmaster dropped his knives and got into a fighting pose. Taskmaster and Peter circled around each other for a second waiting for the other to make a move. Peter attacked first his punch easily parried by taskmaster who responded by sending a kick to Peter's side, Peter blocked it and attempted another punch. This went on for several minutes neither one of them gaining an edge. Until Taskmaster successfully tripped up Peter. Peter landed hard on his back.

"You are just a child in pajamas you won't be able to beat me stop fighting."

"That's not how I do things." Peter kicked Taskmaster off of him, and flipped back up onto his feet.

"So be it." Taskmaster pulled out his sword again. He also grabbed a knife and threw it at Peter, Peter dodged the knife which was what Taskmaster was looking for as he rushed forward and before Peter could react stabbed him in the stomach with the sword. Peter coughed out and groaned in pain as Taskmaster pulled the sword out of his stomach and kicked him in the face and Peter stumbled backward holding his chest. Peter shot a web at the sword and tried to disarm him, but Taskmaster cut the web with a knife and threw it at Peter, it impaled him in the leg causing him to fall to one knee. He cried out in pain and took the knife out.

"You have heart kid, but it's not enough I'm afraid." Taskmaster walked closer to Peter. He crouched down and put a hand on Peter's head and gripped Peter's mask and pulled it off. Peter spat out blood.

"I want it to be said that you have earned my respect so I'm giving you this opportunity to leave, forget about Fisk, and never put the suit back on. In return I'll let you live."

"I told you before...that's not my thing." Peter stood up and delivered the hardest punch he has ever thrown. Taskmaster fell back holding his face, he stood back up his mask shattered where Peter punched it.

"I'm sorry kid." Taskmaster said and pulled out a pistol and shot Peter in the chest. Peter fell to the ground holding his stomach. He was coughing out blood. Taskmaster holstered his pistol and walked towards Peter. He crouched down beside him.

"I was serious you know, you have truthfully earned my respect. You put up a fight kid. Even Captain America can't say that." Taskmaster held up Peter's mask.

"You know without this you look familiar, but I guess it doesn't matter much anymore. Just know this really wasn't personal," Taskmaster pulled out a knife and cut twice on Peter's face making a scar the shape of a "T"

"Goodbye Spider-man." Taskmaster said walking towards the edge of the building.

"Not so fast…." Peter started coughing out more blood but standing back up.

"Kid stay down just give up."

"No, I will never give up, I'm not dead yet I can still fight." Peter stumbled to his feet coughing out more blood and holding the gunshot wound.

"Then that will have to change won't it." Taskmaster again pulled out his pistol again but Peter shot a web at it and disarmed him, Peter threw a relatively weak punch that Taskmaster caught. And threw Peter to the ground. Peter cried out in pain and stumbled back up as Taskmaster picked up his gun. Peter grabbed the hand holding the pistol and punched Taskmaster again and again. Taskmaster punched Peter and he lost his grip on Taskmaster's pistol. Taskmaster shot Peter point-blank in the chest again. Peter fell on his back. He laid there motionless on the roof looking straight up at the sky as raindrops continued to fall onto him. If this be his destiny, he was terrified of what was to come. He didn't know if Taskmaster was still on the roof or even how much time had passed. His head was filled with thoughts. He lost if he dies here Fisk would've won and all the work he put in would have been for nothing. All the people he promised to protect would be left at the hands of FIsk. Minutes went by, maybe hours he thought of the people he lost, his aunt, his uncle, Doctor Octavius, his parents. He will see them all again. He felt his eyes grow heavy as the rain got harder on his face. He closed his eyes. The stary sky above him became nothing but black.

 **Chapter 11: Stay Alive**


	11. Chapter 11

**A/N: Hey guys so couple things, first I really hope you enjoy this I enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be more based off of the Netflix show version instead of the movie or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also, I do not own the X-men or Spider-man, all rights belong to Marvel and Disney.**

 **In Memory of Stan Lee, this might be my story, but it's your universe, sleep well.**

 **Chapter 11: Stay Alive**

Wilson Fisk was sitting at his desk in his tower looking out the window, it had been a few hours since he had sent Taskmaster to track down and kill Spider-man. He had given the kid several chances to walk away or join him, but he continued to oppose him, he had forced Fisk's hand, he had big plans, bigger than Spider-man and it was time he got rid of the distraction so he could focus on them. He heard a knock on his door.

"Come in." He called out turning to face the doorway. Three figures walked in. One was wearing dark purple body armor and a brown trenchcoat and was carrying a bo staff. One was wearing a black turtleneck with a blue suit coat and pants, his face was void of any color maybe it was a mask maybe not Fisk didn't really care. The final one was Taskmaster. Fisk smirked at Taskmaster.

"I take it your mission was successful." He said standing up walking over towards Taskmaster, the other two backed away giving them privacy.

"When am I ever not successful?" Taskmaster reached into a pouch and pulled out Spider-man's mask.

"Excellent, I'll have the money transferred." Fisk put the mask on his desk. Gambit looked at it a sinking feeling could be felt in his chest. Taskmaster shook Fisk's hand and left the room.

"Gambit, Chameleon, what brings you here at this hour?" Fisk turned to face them. Chameleon stepped forward.

"The assignment you gave us. Mrs. Smythe has been dealt with and I was wondering if maybe we don't kill the kid, Gambit found the security cameras from the house and my disguise looks convincing enough."

"I see, and why should I leave the kid alive, I could easily frame Spider-man for all three of their deaths and use it for leverage in my campaign," Fisk argued. Gambit stepped up.

"Ummm with all due respect sir, I snuck into the hospital, he's paralyzed from the waist down, and believes Spider-man is to blame, if we show him the security footage he might help you, he is a genius and a great engineer he'd be an amazing ally." Remy reasoned in his french accent.

"You make a compelling argument I will think about it, it's late I will contact you if I need you."

"Yes, Sir." Chameleon said and walking out of the room. Remy stayed put though as Fisk turned to the window.

"Is there a problem Gambit?" He asked.

"No sir, it's just I wanted to say that I'm grateful for you transferring me to your hospital, and helping me recover from my coma.." Remy moved closer to Fisk's desk where he saw the mask as well as a set of keys.

"I hope you know I appreciate everything you have done for me, but I am ready for more I feel like, I can do more than just breaking into places." Before Fisk turned around to face him he grabbed the set of keys and tucked them away in his coat.

"I see, unfortunately, your no killing rule brings up some conflicts, however, I have been thinking." Fisk turned around in his chair to look at Remy.

"To go forward with my plans being mayor will help me greatly, however, if I am to win this election I might need something I can use against other candidates, it will require a great amount of skill to break into these places, and I only trust you with this. Chameleon is great at putting on an act, but I don't trust him as I trust you. I know you wouldn't do anything to betray me."

"Of course I wouldn't sir," Remy said feigning innocence. Fisk smiled and reached inside a drawer and pulled out a folder.

"Inside are the locations of the buildings that each candidate is using as their HQ's I want whatever dirt you can get. I appreciate this Remy. Don't let me down"

"I won't sir." Remy grabbed the folder from Fisk and left the room. Once he was in the parking garage, he got into his car and put the folder in the glove box. Pulling out the keys he smiled, he just needed to find something that would incriminate Fisk, and then he was free from his dumb debt. Something bugged him though, he remembered a conversation after Shocker had been stopped by Spider-Man, Shocker had said something about him having strong allies one of which fit the description of his old friend Scott Summers. He remembered running into his old friends at a diner and the new kid who was with them. He seemed cozy with Rogue, and if his suspicions were correct that kid WAS Spidey. For the sake of Rogue he hoped he was wrong, he knew what Fisk sent Taskmaster to do to him. He sighed. He needed to see her again. When he went to the hospital to find out about Alister Smythe's condition he found a little boy who had written a letter addressed to Spider-man asking him to visit, and Remy for all is faults wasn't evil and hoped that by some chance he was right and she knew him and that he survived Taskmaster. It was unlikely, but he had hope.

* * *

The rain was coming down hard as Kurt teleported to the location Jean gave him. He was on some rooftop next to Times Square and could barely see because of the rain.

"PETER!" He yelled out, and to his surprise, he heard someone shout back.

"OVER HERE!" The voice yelled and Kurt ran over to where the voice was. Still barely able to see Kurt nearly fell off the side of the building but was able to teleport himself across.

"HELLOOOO" He yelled out again.

"Owww don't yell I'm right here." The voice said from right in front of Kurt. Kurt squinted and was able to make out the red armored suit that belonged to the Daredevil.

"Mr. Daredevil?" Kurt asked, Matt half-heartedly chuckled.

"It's just Daredevil, I'm not that old."

"Yes, sir. Umm, what are you doing here?" Kurt asked

"Same reason you are out here I'd assume, I heard gunshots from somewhere around here. I just can't find the source."

"Wait shots, like multiple...We need to find Pet..I mean Spider-man now,"

'"Why?...Oh no, you don't think."

"I do think it was him, I just hope Jean was wrong." And with that Kurt wandered off looking everywhere for Peter.

"SPIDER-MANNNNN!" Kurt yelled out.

"Kid I need you to be quiet. I'm trying to hear his heartbeat, but chances are if he's still alive it's gonna be feint. So just stay quiet." Matt walked to the edge of the building and took a few deep breaths and listened carefully. Nothing.

"Come on kid, come on." He whispered to himself. After what felt like an eternity he heard a very soft _thump thump._ His eyes widened.

"This way I found something." Kurt followed as Matt leaped from building to building. They came to a stop as they saw something that made both their stomach's flip upside down. Peter was laying down, his suit was torn and he was motionless. Kurt ran and knelt next to him while Matt "looked" around the area.

"Pete…" Kurt sniffed trying hard not to cry at the state of his friend. He cradled his motionless body in his arms.

"I don't know if you can hear me...but it's okay, you will be okay.." He was so close to sobbing as he looked at every cut Peter now had.

"Hank will be able to patch you up….just hold on, please just stay with me, I don't want to lose you." Kurt started crying into Peter's chest. Matt walked over and put a hand on his shoulder, he will stay alive, Peter's a fighter.

"I hope you're right...hold on, I'll take you to the mansion with us, he can get patched up there." Matt nodded, and picked up a limp Peter, Kurt put a hand on Matt's shoulder, and focused, in an instant, they were in the dark living room of the mansion, a light was on in the dining room. He walked into it and saw his friends minus Rogue as well as Logan, the Professor and Hank McCoy seated around the table talking softly.

"Kurt! Where is he?" Kitty was the first to her feet, sometimes they forgot that behind Rogue, Peter was closest with Kitty. She looked like she was a nervous wreck, her eyes were red and puffy, her hair was all messed up, then again that was the look most people had.

"He's hurt, Daredevil's with him in the living room now."

"Who now?" Logan growled.

"A friend Logan I assure you" Xavier stated as the group hurried into the living room. They turned on a light Matt had taken off his mask and was putting pressure on the places where Peter was bleeding from most. Kitty ran over first.

"Oh my God. Pete…" She cupped his face as tears started falling. Logan looked at the cut on his face that was the shape of a "T"

"Damnit…" He whispered to himself. Hank was speechless for a while before he shook himself out of his funk.

"We need to get him to the infirmary now!" He yelled urgently. Matt went to scoop up Peter but Logan pushed him out of the way and picked him up himself. He should've known Taskmaster would've found him. He should've trained him, prepared him something, as he held the last remaining trace of his long passed friends in his arms he couldn't help but feel guilty. They rushed down the hallways and the stairs Hank pushed the door to his lab which doubled as the infirmary open.

"I'll grab the supplies set him on the table." Logan did as he was told as Hank rushed around the room grabbing various supplies Logan ripped off the costume and looked at Peter taking in everything. His face had several bruises and that previously mentioned scar. His chest had two gaping wounds were undoubtedly from bullets, as well as a stab wound in the center of his chest. His arms were cut open, and his hands were bloodied and bruised. He was breathing weakly but it was enough for Logan to have hope. Hank rushed over.

"Oh God, I need to stop the bleeding, but first I need to get the bullets out. The only problem is I can't sedate him, his metabolism will burn right through it. Xavier wheeled in.

"I might be able to help block out most of the pain," he said as he put both his hands on either side of Peter's head. Hank stuck an IV attached to a blood bag that matched Peter's blood type into his arm and picked up a scalpel and began operating. Logan couldn't bring himself to watch and walked out of the room.

"Is he gonna be okay?" Scott asked when he walked into the living room. Logan ignored him and walked straight into the kitchen and fished a beer out of the fridge. He used his claws to open the bottle and walked back into the living room. Everyone was silent minus the occasional nervous muttering. Nobody was gonna be able to relax and the tension only got worse when a certain southern belle walked into the room.

"What's everyone doing down here it's the middle of the night?" She looked around and watched as somber faces greeted her. She took a look at Kitty who had very obviously been crying and realized something was wrong. Then someone else caught her eye. Matt sitting in the corner of the room then it hit her.

"Where is he?" She all but choked out.

"Anna, listen something happened." Bobby started.

"I can see something happened, that's not what I asked. I asked where is he?" She tried to sound stern but her voice betrayed her.

"Please just have a seat we will explain everything," Scott spoke up.

"Stop ignoring me where the hell is my boyfriend?!" Rogue snapped. Tears starting to go down her face.

"Where is Peter?" She finally broke realizing that nobody needed to say anything. She had her answer just based on their faces. She sat down next to Kitty who enveloped her in a hug as she broke down.

"I'm so sorry Annie." She said as Rogue cried silently.

"Not him...what, how did this happen?" She whispered because she just couldn't find her voice.

"...Taskmaster happened." Logan spoke softly everyone just looked at him.

"How can you tell?" Bobby asked.

"I saw the scars he had, no ordinary crook could do that to him. I should have realized he was working for Fisk sooner."

"Wait, Fisk, don't tell me Peter went after him?" Matt spoke up.

"Yeah...he's become his obsession as of late," Bobby spoke remembering Peter's outburst at the TV the other day.

"Oh no. Kid, why didn't you tell me?" Matt whispered to himself.

"Unfortunately even if.." Scott started but received glares from everyone and corrected himself.

"Even when he recovers I feel like he will go after him again, but this time with something to prove."

"Prideful, like his father, and stubborn like his mother. A recipe for disaster." Logan muttered but Matt heard it.

"You knew them?" Matt asked softly.

"Yeah...you could say that."

"Scott's right we need to make sure he drops this it's the least we can do to protect him, think about it Fisk has beaten him at every corner," Bobby said

"Good luck with that..I've known that kid since he was a helpless 13 year old who just lost his uncle, and the last 3 years have shown me that every time he gets knocked down, he gets back up. That's how I know he will pull through. Because he never quits."

"Look at where that got him" Jean snapped surprising everyone.

"And what does that mean?" Kitty let go of Rogue and stood up.

"I mean Bobby and Scott are right! He could've stayed down! He should've but he didn't!" Jean was also puffy-eyed, unlike everyone else she had the unfortunate pleasure of watching how Peter refused to stop fighting resulting in this.

"You more than anyone should know that won't do anything besides isolate him from us!" Kitty yelled.

"STOP!" Rogue yelled. Everyone went silent, Jean and Kitty sat back down. The room stayed silent for what felt like forever before Rogue broke the silence.

"You know, when I first met him, he was so shy, and hurt, you were barely able to get a conversation out of that boy." She smiled fondly

"And now we can't go two seconds without hearing his voice." Kitty smiled at Rogue.

"I don't know why but this whole thing, it is just reminding me of how far he's come since the scared kid we found living in a warehouse. I know he'll make it through, he has been through Hell and back time and time again. This is no different. Pete wouldn't go until he was sure the people he loved were safe." Rogue smiled as she thought about the boy she could feel herself falling for. Everyone else smiled warmly, Kitty again hugged her best friend but this time more out of comfort than support. Jean leaned into Scott, and they just sat there making soft conversations about Peter.

"When I first met him I was the lawyer who had to defend the scumbag who pulled the trigger on his uncle. When he showed up to the courthouse that day I saw myself in him. He was sad, but he also seemed motivated, I guess is the word. I'll tell you I don't think I have ever seen a suspect plead guilty as quickly as that man did the second he saw Peter's face. I knew right then that he was destined for great things, and then a few weeks later, I run into Spider-man. His first suit was as cheap as it gets I tell you" Matt chuckled remembering the baggy sweatpants and shirt Peter tried to pass as a suit.

"I've had the honor of watching him grow over the years, and even now I am proud of him, he is one of the most amazing people, and I'm glad I get to call him a friend."

"He speaks highly of you Matt, and that's all I need is his word to know you are a person to trust, a friend even," Bobby smirks offering his hand. Matt smiled and shook it. It was almost 6:30 by the time Beast and Xavier walked into the room, everyone stood up. Hank took a deep breath.

"I got the bullets out and managed to stop the bleeding, unfortunately, the amount he lost, and the amount of damage he took, there is no way of telling if he will make a full recovery at this moment. That being said his heart rate is steady and I will be watching over him today."

"I know it's been a late night kids but you still have school. It will get your mind over this whole ordeal. I assure you we will contact you if anything happens." The teens all grumbled but respected the professor's decision and went to change or shower. After she was changed Rogue went down to the infirmary her heart nearly stopped looking at Peter as he lay on the operating table in nothing more than his boxers. Under normal circumstances, she would've been very okay with the sight, but he was pale, motionless, nearly covered from head to toe in cuts, bruises or blood. She slowly walked over and put her hand on Peter's.

"Hey sugah...I know you can't hear me, but I just wanted you to know that you will be okay. Everything will work out, I have nothing but hope that you will recover. In case I'm wrong though, I wanted to tell you, that these past months, you have treated me like nobody ever has, my own family saw me as a monster, and that's all I have ever thought of myself, but you. You are different, you have shown me nothing but compassion, you make me laugh at your dumb jokes and cry of happiness when you say something cheesy but romantic. I was broken, because of my family, because of Remy, because of society. But you came along and….what I'm trying to say is that….I...if you die on me I won't forgive you and I'll kick your ass, because Peter Benjamin Parker, you evil son of a bitch I love you." By the time she finished her eyes were red and her throat was dry, she leaned down and kissed his forehead.

* * *

"Are you sure doctor?"

"Yeah, I have had the blood results triple checked. You are going to be a mother congratulations, Vanessa!" The doctor exclaimed to the woman sitting down in his office. She smiled broadly.

"This is excellent news thank you so much, Dr. Micheals!" She spoke happily resting her hand on her stomach.

"Hey anytime. So how does Mr. Fisk feel about this?"

"He doesn't even suspect a thing so I think I'll make it a surprise for after the election." She explained as she through on her overcoat.

"Oh yeah, I heard he is running. Well let him know he has my full support, and congratulations again, take it easy and try to remember everything you do affects the baby."

"I know" she laughed as she exited the building and hopped into the Bentley that was waiting out front.

"So what's the word?" The driver asked as she got into the back seat.

"The word is I might need to have a talk with Wilson about his career choices." She looked out the window. She wanted her baby to live a life not surrounded by murder or chaos. She still believes Wilson will cleanse the city and did agree that Spider-man was just delaying the inevitable. She didn't share the hatred her husband had for him, she did think he wanted to protect the city, but it didn't need protection. It needed a fresh start.

"Well, in that case, congrats are in order ma'am." The driver chuckled.

"Thank you, hun" Vanessa smiled as the car started moving. She took a breath what was she going to do? She knew Wilson and supported him no matter what, but she also knew he wouldn't stop until he completes his goal, and was willing to do anything, she wanted to make sure her child wouldn't be caught up in his business. She had to soul search and think hard.

* * *

The lunch period could not have come sooner, the day was going by slowly for all the X-men. Rogue was poking her salad with her fork, she couldn't eat, she was barely able to focus at all in her classes. At one point during her math class, she stopped writing notes and just started scribbling cause she got lost in thought about Peter. That seemed to be the constant theme throughout the mutant gang. Kitty skipped the third period and just wandered around the halls until the bell rang. Jean had been trying to feel Peter's mind but to no success. Scott had broken a few pencils and couldn't think straight, Bobby was trying to be hopeful but kept having dark thoughts, and Kurt fell back onto what he believed in most and said several prayers throughout the day.

"Howdy gang!" Carlie said happily as she sat down next to Kurt with a tray of food. Some people gave a half-smile but for the most part, everyone was still very much lost in thought.

"What's wrong guys?" Carlie asked worriedly.

"Nothing we just didn't get too much sleep that storm was bad." Kurt lied

"Oh sorry to hear that, hey! Where's Peter? He seems to miss a lot of school."

"He's fine, just sick." Was all Rogue responded with, Carlie opened her mouth but no words came out as her eyes were wide open. She was staring right behind Rogue the others looked where she was looking and had similar reactions, Remy was walking towards them.

"Oh god, not today." Rogue sighed

"He doesn't get that you don't want anything to do with him does he?" Kitty rolled her eyes

"Hey say all you want that guy is persistent if nothing else." Bobby quipped. Remy approached the table wearing his long hair in a man bun and was wearing his letterman jacket and jeans.

"Salut!" He smiled charmingly

"What do you want?" Rogue spat

"Wow, no need to be hostile I come in peace."

"I'll believe it when I see it."

"Look, Anna, can I talk to you in private."

"Absolutely not!" Kitty nearly shouted

"Kitty it's fine, yes Remy, but this once. I need a distraction from my head anyway." Rogue stood up and walked out to the hall. Remy followed.

"What is this about? Make it quick."

"Is that new guy you have been cozy with Spider-man?" He deadpanned.

"I'm sorry what now?" Rogue asked surprised she had to cover for him, Remy was the last person who should know his secret.

"That's all I needed to hear, give him this please." He pulled out an envelope from his jacket and handed it to her.

"What is this?" Rogue asked suspiciously

"An envelope." Remy winked and walked off leaving Rogue holding the letter. She shook off how weird that entire thing was and went back to finish her day. That night Rogue couldn't sleep she rolled out of her bed and walked down to the infirmary in her pajama shirt, she had to see him she had to know he was still breathing. She opened the door and walked over to the operating table where Peter was laying still in his boxers but now he had a blanket draped over him. She looked at the heart monitor and let out a breath she didn't know she was holding in as the steady beeps let her know he was okay. None of the cuts had healed which worried her a bit. She pulled up a chair and grabbed a spare blanket and curled up in the chair. She reached over and grabbed Peter's hand, the steady beeps of the heart monitor soon put her in a trance and she fell asleep in the comfort of Peter's presence. Unbeknownst to her she wasn't alone with Peter there was something else in the room, it could sense Peter's pain and was drawn to it. The black ooze crept around the room spider-like until it was on the table it attached itself to Peter's leg. In an instant it was flooded with Peter's thoughts and memories, the ooze began to expand covering every square inch of Peter. It learned how Peter wore a costume and decided to replicate the design of it. Peter could feel himself being woken up from his deep sleep. His eyes snapped open, he was on the side of a glass building.

"What the…" He gasped looking down.

"How did I get here?!" He looked at his hands and noticed the black substance that covered his arm. He turned to look at his reflection in the glass of the building and his eyes widened.

"Holy shit." Was all he said staring at his reflection more specifically what he was wearing. It was his costume, only it wasn't. It was entirely black. No red or blue. The webbing on it was no longer present. The most noticeable change though was the logo, it took up his entire torso and was white. He stared in awe, he liked the feeling of this suit.

"What is this?"

 **Chapter 12: Water and Fire**

 **Real quick if you are good at drawing PM I would love to show visuals of the characters in my universe!**


	12. Chapter 12

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be based off of the Netflix show version instead of the movies or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also I do not own the X-men or Spider-Man, all rights belong to Marvel, and Disney.**

 **In Memory of Stan Lee, this might be my story, but it's your universe, sleep well.**

 **Chapter 12: Water and Fire**

 _ **Symbiote's voice will be italicized**_

Peter stared dumbfounded at his own reflection. This wasn't real, it couldn't be. He was bleeding out on some rooftop. He had been shot and stabbed, and yet he didn't feel any pain. He held his hand up to his face. The arm was a solid black except for a white rectangle on the back of his hand. His eyes widened looking back in the reflection, it was like the milky eyes on the mask emoted and did exactly what he did behind the mask. He squinted one eye and sure enough, the eye on the mask decreased in size.

"This...this is freaky." Peter stuttered out.

" _How is that?"_ A deep voice replied in his head.

"What the?! Who said that?" Peter called out looking around.

" _Look in your reflection."_ Again Peter turned to look in the window. He stared at the black suit. Something seemed weird about it. Then it clicked.

"You're the symbiote, aren't you?"

" _Smart boy."_

"Where are we?" Peter asked looking down at the street below.

" _I believe it is called the Freedom Tower. All I remember is feeling your pain, and attaching myself to you. I healed you, saved you. The rest has been a blur."_

"You saved me?" Peter asked feeling his chest where Taskmaster shot him."

" _Yes, you were nearly gone, but I possess healing properties. So I bonded us together. My name is Venom by the way."_ The symbiote explained.

"Oh, well, nice to meet you Venom, my name is Pe-."

" _Peter Parker son of Mary and Richard, I am well aware of who you are."_ Venom interrupted.

"Ohhhhkayyyyyy how?" Peter questioned skeptically.

" _I know everything to know about you. Just like you know about me we are bonded. Everything you think and feel, I think and feel. Your memories are mine, and mine is yours."_ Venom explained.

"I'm not sure I understand."

" _Let me put it like this...I'm not from this planet I am from a planet called Klyntar. Unfortunately, it was destroyed, as far as I know, I am the only survivor. I crashed on your planet on a meteor, but the thing is I physically cannot survive without being bonded to a member of your species. So here's the deal we need each other. So in return for helping me stay alive, I will help you become the best you possible."_

"I don't know, the video my dad showed said you killed your previous hosts."

" _They were weak. You aren't, you have the ability to withstand me, I believe it was no mere accident the person who found me brought me to your father, I believe it was fate, Peter Parker, we were meant to help each other. Together we will take out those who oppose us."_

"Like Fisk? I don't know if I can anymore. He has someone like Taskmaster in his grasp, and I...I was no match for him."

" _Maybe you weren't, but together we are. You keep me alive, I heal you, make you stronger, amplify all of your powers to make you perfect."_

"Okay, okay so where do we start?"

" _Jump."_

"I'm sorry, what?" Peter looked down they were really really high up.

" _Jump."_ Venom said again

"But I don't have my web-shooters. And I am a little scared of heights." Peter confessed he had never gotten really high while web-swinging, it terrified him as much as it excited him.

" _Just relax, trust me you don't need web-shooters just go through the motions, I'll take care of the rest."_ Peter gulped and closed his eyes. He slowly released his grip on the side of the building at let gravity take care of the rest.

"AHHHHHHH!" He screamed as he freely fell to the ground below, the wind screaming loudly in his ears his arms and legs waved uncontrollably.

" _Calm down!"_ Venom tried to yell at Peter but it fell onto deaf ears as Peter was pretty sure he blacked out midfall.

" _Get a grip! If you don't you will die, focus! Peter!"_ Peter's eyes snapped open and he aimed at a building and acted like his web-shooters were still on his wrists and a web came out from the back of his hand, only it was black. The black web attached itself on nearby building and inches before hitting the ground Peter caught himself and using the momentum swung himself forward. When he reached the peak of the swing he let go and he went up really high. It felt great. He felt great he couldn't control letting out a loud.

"WOOOOHOOO!" He shouted. Venom was right he felt stronger, He felt less strain on his shoulders and each swing he went faster, and higher. Higher, and faster than he ever went before, whatever ounce of skepticism he had left about the black suit was gone, how had he ever managed to do this thing before. Life just seemed easier now. He shot another web and in swung forward after letting go he launched himself into a series of flips before dive-bombing down to the street to gain even more speed. He saw police sirens off in the distance.

" _Showtime,"_ Peter smirked underneath his mask and raced to catch up with the speeding cop car which was chasing another car in a highspeed chase, yet somehow Peter caught up in no time. Letting go of the web line he was holding he landed elegantly in front of the speeding car.

"What now?" Peter asked Venom.

" _Now stop the car, just use your hands trust me."_ Peter mentally questioned Venom but did as he was told and raised both his arms prepared to catch the oncoming vehicle. The driver seemed to notice him because it sped up. Peter gulped and got into a stance. Any second now he would be a pancake on the street he thought, but instead, the front of the car smashed into his outstretched arms and came to a harsh stop, crumpling like paper in Peter's hands. Peter didn't budge an inch as he lifted the car with no effort at all and tossed it to the side. The car door swung open and the driver stepped out holding a pistol she fired at Peter, instead of his spider-sense going off the bullets simply had no effect on him. It was almost like his mind felt he wasn't even in danger despite being shot at. He casually walked over to the crook who just ran out of ammo, she freaked out and dropped the pistol to the ground and raised her arms.

"Please no I surrender." This was the greatest Peter had felt in a long time. He was definitely keeping this suit.

* * *

Rogue woke up earlier than she would've like as the harsh sound of clattering metal caused her to shoot up from the chair she was in.

"Rogue where is he?" Hank stuttered his eyes wide open.

"What, Hank what are you talkin about?" Rogue asked looking in his general vicinity, it was still really dark in the room, Hank, however, could probably see in the dark.

"Peter, he isn't here!" Hank exclaimed the light turning on, Rogue turned to the bed where Peter had been grasping onto life barely hours ago, but now it was empty.

"Oh mah god, that's not possible even for him!" She shouted

"Did you hear anything or see anything?"

"No, not at all! Hank, how is this possible?"

"I have no idea, his healing factor is nowhere near strong enough for him to be up and walking let alone conscious. Do you remember anything at all before you went to sleep?"

"No nothing! He didn't seem to have changed at all. I don't know."

"Oh no. He could be in trouble! Maybe someone snuck in and took him while you were asleep."

"Hank I think I would've noticed if someone broke in and kidnapped mah boyfriend don't you?"

"I'm just saying this is most peculiar. I think we should wake the professor."

"Yeah.." Rogue looked at the empty bed before the two fast-walked out of the room and ran towards Xavier's office it was late at night but he normally stayed up reading. They reached the room and he was looking out the window through a telescope.

"Good evening Hank, Rogue shouldn't you be in bed it's a school night." He turned his wheelchair with a warm smile on his face.

"Yes I know professor it's just umm, Hank can you explain." Her face bright red she didn't want to tell the professor she snuck down to be with Peter.

"I'm not sure I can, Peter is well you see he is missing. He's just gone." Hank explained

"What? That's, that's just not possible." Xavier's eyes widened

"Can you not feel him?" Hank questioned

"No, to my knowledge, I thought he was still downstairs in the infirmary. I need to use the Cerebro, Rogue try to get some sleep Hank and I will take care of this." Xavier said as he wheeled his way out of his office.

"Yes sir.." Hank and Xavier exited the room leaving her alone. This wasn't real. How could a comatose person go missing? She was confused and after the emotional roller coaster she had been on as of late she went to her and Kitty's bedroom. She looked at her side table and saw the letter Remy had given her that was addressed to Peter. Nothing made sense anymore. She sat on her bed and looked out the window. A terrible thought entered her head, what if Peter recovered and was going after Taskmaster. What if he revealed what he did to his parents. Or what if Taskmaster or someone really did sneak into the mansion to finish him off. She didn't remember laying her head on the pillow or falling asleep but the next thing she knew her eyes were fluttering open as the sun shone through the windows filling up the bedroom with light.

"Oh good you're awake I was just about to wake you up." Kitty's voice graced her ears.

"Mmm, five more minutes Kat," Rogue mumbled turning around and burying her face in her pillow.

"Oh no, missy you've already slept in long enough come on we will be late for school." Kitty started shaking her best friend awake.

"Okay okay, I'm up!" Rogue snapped at her sitting up, Kitty's face contorted as she tried suppressing a laugh. Rogue noticed this and glared at her.

"Sorry love, but you might want to brush that rat's nest you call hair." Kitty couldn't hold it in anymore.

"Get out now." Kitty just continued giggled and walked out of the room. Rogue glared at the now shut door and got out of her bed she took off her pajama shirt and pants and grabbed fresh clothes and walked into the bathroom. She brushed her teeth and of course tried to calm her hair down but just decided to put it in a ponytail. She through on a blue hoodie and a black leather jacket complete with grey jeans and black converse. She then reached into her drawer reaching for her gloves but looked at the bracelet on her desk, what was the point of putting it on today she thought and chose to put on the grey gloves. It had been getting really cold as of late so she thought gloves would be best anyway. While she was getting ready the group of friends was downstairs eating breakfast in the dining room when a news report in the living room caught their attention.

"Late last night various eyewitnesses were shocked to watch an abrupt ending of a high speed chase taking place in the financial district. The chase ended with the robber now identified as Rachel Hayes crashing into something, actually someone and her car being tossed to the side by this mysterious persons. The stories have all been inconsistent at best, however, the one thing that carried over in each witnesses stories have been that the figure Ms. Hayes collided with appeared to be a black-suited Spider-man." The camera cut to a random person named Todd.

"Awww man it was something else you know, the dude was something else I always knew Spidey was strong, but this guy he picked up the car which was going easily 100 miles per hour without moving and he just threw it to the side like it weighed nothing!" The next person being interviewed was named Becca.

"And then the girl got out of her car and she started firing at him but he didn't move he just kept walking as the bullets ricocheted off him. It was awesome."

"This was but a couple of sightings of this new black-suited Spider-Man, thanks to the Daily Bugle's own Eddie Brock we got a picture of him." The picture popped up on the screen, and to the gang, it looked very photoshopped.

"We naturally are only left with questions, such as is this the same person as Spider-man, if not who is he? Is he friend or foe? This is Betty Brant signing off." The group of mutants just looked at the TV as a commercial started playing. They were speechless.

Rogue was walking down the hallway and noticed that Peter's bedroom door was closed, she thought for sure it had been open last night. She decided to peek inside. It was a terrible idea because she almost passed out. Peter was there. Standing. He was in front of his mirror in nothing but boxers, normally she would've been okay with the sight. But she was distracted by the lack of scars on his body. Ever since she had known him he had had a horrible jagged scar on his chest from where the Green Goblin's glider impaled him, but there was nothing. The "T" on his cheek wasn't there either, he looked perfect, pristine. Emotions overcame her and she ran into him. She started sobbing into the crook of his neck. It took him a second to respond, but once he realized who it was he wrapped his arms around her and held her tightly.

"Hey there." Peter chuckled.

"How dare ya! I thought I lost ya!" She yelled at him and started punching him half-heartedly in his chest. Peter continued laughing.

"It's not funny ya ass! I was terrified!" She continued yelling at him and he just pulled away and looked her in her eyes. He took her gloved hand and moved it to his chest.

"I know Annie, but it's okay, see I'm here I'm more than okay I promise." He spoke softly, she stopped crying as she felt his heartbeat and looked into his eyes. She quickly hugged him again tighter like if she were to let go he would disappear.

" _Ummmm this feels like a private moment, sorry to interrupt but shouldn't you be getting dressed?"_ Venom spoke in Peter's head. Peter mentally rolled his eyes and slowly let go of Rogue. Whose eyes were red and puffy she smiled at him and raised her gloved hand to his cheek.

"You owe me sugah, get dressed the others will be pleased, to say the least." She sat on his bed and just watched him, she smirked and bit her lip looking at his muscles, he just laughed and got dressed. Neither one saying anything, Rogue because she was still in shock and Peter because he was having a mental conversation with his new friend.

" _Is she your mate?"_ Venom asked

"I mean kinda she's my girlfriend."

" _What is that?"_

"Well it's hard to explain it's like a friend, who is more than just a friend. If that makes any sense."

" _Ohhhh so she IS your mate, I bet your kids would beautiful like her."_ Peter nearly choked when Venom said that.

"I'm sorry what?"

" _I think everything you think, because of our bond remember?"_

"Oh, makes sense I guess." Peter finished getting dressed and turned to see Rogue had been staring at him smiling the entire time, he chuckled.

"Did you like the sight?" He jokingly winked at her, she blushed and bit her lip nodding her head up and down. Peter walked over to her and grabbed her hand.

"Come on Annie, gotta announce I'm not dead to the rest of the guys." He helped her up to her feet and the two walked down the stairs and heard them talking about the black-suited Spider-man to which Peter smirked.

"I don't know guys I think it looks pretty good!" He chirped up and everybody shot up to their feet.

"What the Hell!"

"Hey, guys." Peter chuckled everyone still looked shocked. Logan walked up to Peter his claws coming up.

"Alright, bub. Explain." He grabbed the hem of his shirt.

"Logan stop!" Rogue interrupted.

"How do we know this isn't Mystique? Wouldn't be the first time she's tried this trick."

"I'm not Mystique though," Peter argued

"What's your mother's maiden name?" Logan asked/growled moving his claws closer to Peter's face.

"What? Fitzpatrick, how do you know that?" Peter answered looking at Logan confused, Logan didn't answer the question his glare just softened and his claws retracted he continued looking at Peter and what happened next shocked everyone, he hugged him. Peter's eyes widened and he looked at Rogue awkwardly who was equally stunned. When Logan let go of him everyone else took turns giving Peter hugs.

* * *

" _I'm bored Peter."_

"Get used to it, that's math class for you."

" _Why do we have to do this?"_

"Because it's the law. I can't just not come here that would be illegal. "

" _Don't you usually break the law by being a vigilante?"_

"Okay look that's different."

" _How?"_

"Because.."

"Mr. Parker!" The teacher smacked his desk

"Oh no."

" _Oh boy."_ Venom and Peter said simultaneously.

"Ermmm yes, ma'am?" Peter gulped nervously.

"Is my lesson too boring for you?!"

"No, ma'am." Peter bowed his head down.

"Do you already know this stuff?" The teacher questioned and the class started to snicker.

"No."

"Then tell me why when I called on you three times you ignored me? Or why there is a lack of notes on your paper?"

"I just zoned out I guess. I'm sorry."

"I'm sure you will be once you take the test tomorrow. Now can anyone answer my question?"

"Could you repeat it?" Peter asked nervously. The teacher turned and gave him a fake smile.

"I'm sorry Mr. Parker, but I'm afraid I can't."

" _That's just rude."_

"Yeah, I know." Peter sighed. Twelve minutes later the bell rang dismissing students for the day, normally the group all walked home together or were picked up by Logan and or Storm, but today Peter felt like swinging back home he went to his locker and switched out his books and grabbed his bag.

"Alright, you ready to go have some home bud?" Peter mentally asked Venom.

" _Finally."_ Peter shut his locker and all but sprinted out of the school, he ran into a nearby alley and looked to make sure the coast was clear.

"Okay, we are safe," Peter told Venom.

" _Nice, let's get out of here, I already hate this place."_

"Like I said get used to it," Peter smirked as a black slime started covering his body from head to toe and in a second he was in the black suit smiling underneath the mask he jumped up to the roof of the school easily thanks to the suit. He broke into a run and jumped off it, he caught the lamppost and spun around it. He released his grip and launched himself in the air.

"Yeehawww!" Words really could not describe how Peter felt swinging now. Sure it had always been fun, but now it was the best thing ever, every zig made him smile and every zag made him cry out in pure joy. He let go of a web to run across the side of a building. He had been shot twice and stabbed and yet you couldn't tell watching his movements. He was always clunky and jerky when he swung before, but now every move was graceful, and fluid. It took him an hour and a half to get back to the mansion because he was just having too much fun and lost track of time. He entered his bedroom through his window and quickly realized he wasn't alone. Rogue was sitting on his bed reading a book.

"Heyo!" He said the mask part of his suit retracting, God this suit was great.

"Hey there Sugah, the professor wanted ya," She said not taking her eyes off her book.

"Okay...is that all," Peter laughed Rogue closed her book and opened her mouth but nothing came out as she laid eyes on Peter's black suit.

"Where did ya get that?" she asked suspiciously. Peter was going to tell her but then he remembered that she was there when he watched his dad's video about it.

" _No don't tell her, she will try to take me away from you. You can't let that happen, you'd be weak again. We need each other.."_ Venom's voice seduced Peter into lying to Rogue.

"Ummm I made it forever ago I wanted to try something new out ya know, and my red one was kinda shredded." He laughed and Rogue seemed to believe it.

"Okay well, it looks nice." She said looking at his torso this suit was definitely snugger than his normal one, and somehow more comfortable in Peter's opinion.

"Anyway, ya should go see what the prof wants," She said this but she didn't move out of the way.

"Anna there's something on your mind talk to me," Peter said putting his hand on her shoulder, her eyes started to water.

"It's just, I thought I lost ya, I was right there by your bed I was terrified that I would wake up and you would be gone….and you were, I know you weren't gone like dead, but I was just so scared, and I umm I lo-" She choked up and realized what she was about to say. She had never gotten that far with Remy, but she really felt this way about Peter, but did he feel the same? The time wasn't right she decided.

"I really care about ya sugah and-" Peter interrupted her by wrapping his arms around her and pulling her in for a kiss, it wasn't like their first kiss that lasted a second and was nothing more than a peck, this was Heaven. And thankfully she put her bracelet back on. She wrapped her arms around his neck and deepened the kiss. All the worry of the last two days had vanished, she didn't lose Peter he was right here in her arms and she'd be damned if she would let him go. They only broke apart when they needed air the two exhaled deeply and rested their foreheads together.

"When I was on that rooftop. I was lying there bleeding out for what felt like ages, one of the last thoughts I had before losing consciousness was you. You and everything you have helped me with and I realized something, Anna." His throat got dry. This was it no turning back no he had to tell her how he felt he knew she probably didn't feel the same, but he loved her and he almost lost her forever.

"W-What is it?" She stuttered while silently hoping he was going to say what she had been thinking for a while now.

"I realized that you are special to me and I'm happy we met." Peter cringed at himself.

" _Chicken."_ Venom laughed in his head.

"Shut up" Peter snapped back.

"...Oh...well you're special to me to sugah. You've kept Xavier waiting long enough you might want to go talk to him." Rogue sighed she was an idiot for getting her hopes up, of course, he didn't love her back. Idiot was all she thought as she walked out of the room. But she came to a halt when she heard Peter talking.

"Did I do something wrong she seemed upset?" Peter asked out loud to Venom as the suit fully retracted.

" _What makes you think I know anything about how your species feelings work? In my opinion, you are better off without emotional baggage. Otherwise, they get used against you. Like your Aunt."_

"Okay okay you made your point, but you already had me lie to her about where I got you, I mean granted how do you say. Oh yeah, my new suit is an alien without sounding insane?" That was all Rogue needed to hear, she didn't know what or who Peter was talking to but it freaked her out. She just walked away her eyes wide open.

* * *

"You wanted to see me, professor?" Peter asked walking into his study.

"Ah Peter my boy come in, come in." Peter did as he was told and Xavier spun to face him.

"First things first are you feeling alright, you gave us quite a scare."

"Yeah I am, actually I've never felt better!" Peter exclaimed, Xavier gave him a weird look, but it only lasted a second.

"Well that is certainly good to hear, we were all worried, to say the least, but we are glad that you have made a recovery, I guess your healing factor is stronger than we initially thought."

"I guess so heh" Peter chuckled putting a hand to his torso relieved that there was no longer that hideous scar across his chest.

"I'm curious Peter, what can you tell me about the person who left you in such a horrid state." Xavier deadpanned.

"Well, there's not much to say just another masked baddie, he carried a sword and several knives and guns, had a weird and creepy skull mask. I believe he called himself Taskmaster, stupid name in my opinion." Peter joked and Xavier smiled at him.

"This coming from Spider-Man…" Xavier joked and Peter made an offended face.

"I will have you know that my name is perfect, thank you very much! I added a hyphen so it was different! And it tells people all they need to know, I'm part spider part man….well teenager." He laughed and Xavier chuckled but his heart didn't seem in it, he was worried.

"Now Peter I must know, are you planning of going after Taskmaster for revenge?" Xavier became serious and it scared Peter.

" _He will try to stop us, he thinks you're weak. Don't tell him."_ Venom's voice echoed in Peter's head.

"No sir, that would be reckless. I know I'm not ready to take him on." The words burned as Peter spoke them he knew they weren't true. He knew that if he found Taskmaster there would be a much different result thanks to the symbiote suit. Xavier studied his face for any trace of deception but smiled.

"Good good, now to the main reason I called you here, I have a mission for you, official X-man business."

"Wait, what? Does that mean I'm on the team now or something?" Peter questioned.

"Oh no, we both know you are above the team, I just figured it would be nice for you to get your head off of Taskmaster, and that Wilson Fisk." At the mention of Fisk Peter sat up and his face darkened.

"If you feel up for it of course."

"Like I said I feel better than ever I can handle it. What is the mission?" Xavier smiled and handed him a file.

"That there is the location of a mutant I have discovered using the Cerebro, his name is Mark Raxton, and he possesses the gift of being able to ignite his body and set himself on fire. Unfortunately, he cannot control his mutation and has started several fires. I want you to bring him here so we can help him, preferably before the cops find him and cause him to inadvertently cause more damage."

"Okay, first of all, that's sweet but also super not cool. And second of all, you can count on us." Peter smirked and read the address of where the kid was hiding.

"So you can handle this?"

"Of course! We got this no problem!" Peter said standing up and walking out of Xavier's office. He had a puzzled expression. Not only could he not read Peter's mind at all, but he just "us" and "we" what was that about?

* * *

Peter swung over to the address Xavier told him Mark was at in no time.

" _Hey, Peter…"_ Venom's voice sounded nervous for once.

"Yes, Venom?" Peter asked confused

" _Is now a bad time to mention that I am not a big fan of fire…"_

"Uhhhh yeah just a little, but don't worry, we got this promise."

" _Okay, I just wanted you to know that my species is weak to it. It hurts us."_

"Hey, fire hurts everyone but don't worry I'll be extra careful." Peter landed at what looked like an abandoned warehouse. Deja vu much Peter thought.

" _What is Deja vu?"_

"I'll explain later," Peter said as he walked into the building.

"Helloooooo!" He called out.

"Stay away from me!" A scared voice that was younger than his called back.

"Is that you Mark?!" Peter yelled back.

" _Of course it is who else could it be?"_ Venom sarcastically commented, but Peter ignored him.

"I said stay away! I don't want to hurt you!" The voice yelled back.

"You won't hurt me, I promise, I can take a hit! It's me Spider-man!"

"Spider-man? Why are you here to take me in?!" Mark yelled sounding terrified.

"No! Of course not, I want to help you!"

"YOU CAN'T HELP ME! I'M A MONSTER!"

"You aren't Mark don't say that look can I see you? Please, can we talk face to face?" Peter didn't receive a response, but after a few seconds, a small boy maybe 13 years old stepped into the light. He was so skinny Peter could see his bones, which made Peter believed he had been living on the streets for ages.

"Hey there kiddo," Peter spoke softly

"H-hi." Mark stuttered stopping in front of Peter

"I am here to help you. I know you think you're a monster, but you're not you are just a mutant. And you aren't alone."

"I know...I have a friend who helps me, he's the only person I can't hurt."

"Well there are more people Mark, there is a place where I can take you and you can learn to control your gifts."

"What's the point?"

"What?"

"I said what's the point people will still be terrified of me and hate me. They think I'm a monster."

"Where did you get that?" Peter asked softly, unfortunately, he knew the kid was right society was very unaccepting.

"My friend Morris...He told me. He also said that when I was old enough I would be able to get revenge on those who hurt me." Wait, Morris? Peter thought wasn't that the name of that mutant who Rogue and the others fought who could turn to water. That would explain a lot.

"Look your friend Morris isn't right. Trust me, if you come with me to the mansion everything is gonna be okay. I promise."

"I'm afraid he won't be going anywhere with you." A much deeper voice came from behind Peter.

"Morris Bench?" Peter asked without turning to face him.

"That was my name once upon a time, but I prefer a different name nowadays. Now get away from the kid Spider-man. You won't take him away."

"I'm taking him somewhere he will be safe and can learn to control his powers!" Peter stood up to face the burly blond male.

"No, you're not! You are taking him to a place where they will fill his head with bullshit. The X-men think that mutants can live in harmony with humans. But it's not possible, believe me, I've tried, and so has Mark. Magneto and the Brotherhood are right, humans are beneath us! And soon those who force us into hiding will pay the price!" Morris yelled at Peter and Mark ran to hide behind his leg.

"You are making a mistake Morris! Magneto is insane, genocide isn't the answer!"

"Why do you even care! Huh, what's in it for the mighty Spider-man, you are above the law right? You couldn't care about people like me or Mark who have been punished for nothing other than being born a mutant. Mark's own parents abandoned him, left him at the doorstep of Ravencroft when they found out what he was capable of. Just leave us alone!"

"I'm afraid I can't do that Morris I can't let you hurt anyone, please just come with me or I will have to stop you!"

"So be it Mark go hide…...And for the record, I am no longer Morris Bench, I AM HYDRO-MAN!" Morris shouted as suddenly his entire body turned into blue liquid. Peter's eyes widened. Rogue was not joking. A jet of water was hurled at him, even the symbiote suit was too much in awe to react and the jetstream hit him and launched him out of the building. Peter recovered in mid-air and landed on a lamppost.

"Okay Venom think how do we fight someone made out of water, punching him is out of the question."

" _Electricity, but I also do not like that…"_

"Great…." Peter dodged another burst of water.

"Dodge all you want Spidey! It won't change the fact that you can't beat me! I won't let you take Mark away! We are a family!" Morris shouted as a giant wave came out of nowhere and Peter wasn't able to jump over it or around and was dragged into the side of the building.

"Well, that's just touching." Peter flipped up onto the side of the building and dodged more water.

"I'm not even joking it's genuinely heartwarming that someone who supports mass murder cares about his little friend!" Peter jumped off the building and attempted a punch, he was not sure why he did this because it went exactly as he thought it would and he went right through Morris and came out soaked.

"Did you really think that would work? I thought you were smarter than that!" Morris raised his fist which seemed to get larger and swung at Peter, Peter easily dodged.

" _Peter….electrical wires!"_ Venom alerted Peter, who looked up and sure enough, there were black cords hanging above the street connected to wooden poles.

"Venom, I love you!" Peter jumped up as Morris shot more blasts of water at him. Peter landed on the pole and gripped the wires he pulled one out of the connector and the street lights went out as Peter was now holding a cord that was sparking with live electricity.

"What do you think you are doing?!" Morris yelled at him rushing closer and Peter jumped down still holding the cord.

"What I do best! Finding a way to win!" Peter waited for Morris to get close enough.

"Insect!" Morris yelled raising his fist again. Peter saw the opening and quickly thrust the live wire into Morris' torso. Morris let out a scream as he reverted back to his human shape. He kicked Peter away and ran at him.

"I don't need to use my powers to beat you!" He threw a punch but Peter easily caught it, he squeezed and Morris cried out, Peter kept applying pressure to his fist until there was an audible crack.

"Damn you!" Morris snapped holding his broken hand

"I get that a lot." Peter quipped. Peter then threw a hard punch to Morris' face causing him to collapse immediately.

"Huh, Herman puts up more of a fight, this was disappointing Bench." Peter picked him up and threw him against the wall of the building. He punched Morris in the face again and again.

"STOP IT LEAVE HIM ALONE!" Mark shouted angrily distracting Peter who turned to face him he was starting to grow a dark red.

" _I'm guessing that's not good."_ Venom muttered

"Safe bet."

"I SAID LEAVE HIM ALONE!" Mark yelled again when Peter didn't move away from Morris. Suddenly the sound of sirens caught Peter's ear.

"Okay, okay Mark look I'm not hurting anyone." Peter raised his arms above his head.

"YES, YOU WERE!" Mark started glowing brighter, and the sirens were getting closer.

"Mark please calm down. Your friend isn't a good person, he wants to hurt innocent people…"

"LIKE YOU! HE DIDN'T DO ANYTHING WRONG YOU...YOU BULLY!"

"MARK PLEASE JUST CALM DOWN!"

"WHY WON'T YOU GO AWAYYYYYYY!" Mark cried out and suddenly he erupted like a volcano a small explosion destroyed all the cars on the street as well as set fire to the nearby buildings Peter had been sent flying, and Venom was screaming out in pain.

" _IT BURNNNNNNNS ARGHHHHHH!"_ Peter thought getting shot hurt, but it was nothing compared to the pain he was feeling right now, the suit was stretching his skin as it tried to peel off him, the high pitched screaming hurt his ears, but after a while, it calmed down.

"That sucked."

" _Yes...I told you I hated fire."_

"Yeah sorry about that." Peter turned to the direction where Mark and Morris were but his heart plummeted. Mark was unconscious and the police had arrived, they were fitting the two with weird looking collars and threw them in the back of police truck.

"Oh no…." Peter gulped watching the sight play out.

 **TO BE CONTINUED…**

 **Chapter 13: Truths and Consequences**


	13. Chapter 13

**A/N: Hey guys so couple things, first I really hope you enjoy this I really enjoy the Rogue/Peter stories (My favorite being the SpiderX series) and thought I would try my hand at one. Second for Peter's costume it is the one from The Amazing Spider-Man 1, because that one is the one that I thought looks best, and finally Wilson Fisk is going to be based on the Netflix show version instead of the movies or comics I just thought he was amazing, and have a ton of ideas to do with him. That is all I hope you all enjoy**

 **Also, I do not own the X-men or Spider-Man, all rights belong to Marvel and Disney.**

 **In Memory of Stan Lee, this might be my story, but it's your universe, sleep well.**

 **Chapter 13: Truths and consequences**

 _ **Symbiote's voice will be italicized**_

Peter gulped as he closed in on the mansion. He knew Xavier wasn't going to be pleased with him after he was responsible for not one but two mutants getting arrested.

" _Peter just calm down, maybe they won't be that mad."_ Venom tried to calm Peter's nerves. They both knew that Peter was going to get it from Xavier, and most definitely Logan and neither were looking forward to that.

"I hope you're right," Peter said as he landed by the front door. He didn't bother retracting the suit, he just wanted to get everything over with. He took a shaky breath and opened the door that leads to the living room where sure enough Logan was sitting and waiting.

" _Here it comes, good luck."_

"Gee thanks." Peter mentally shot at Venom. Logan stood from the armchair he was in, Peter hadn't even noticed that his friends were also there, but by the looks, on their faces, they weren't aware of the situation.

"Well, kid. I hope you are proud of yourself." Logan growled.

"Logan!" Kitty shouted thus confirming Peter's suspicion that they didn't know yet. Logan ignored her and continued talking to Peter.

"The professor would like to see you in his office, but first I felt that you should be the one to tell them what happened."

"Wait, Logan, I can explain!" Peter pleaded

"Oh, I'm sure you can. Now tell them what happened!" Logan pointed over to the gang who were all now looking at Peter curiously.

"I-I can't," Pete spoke after looking at his friends.

" _Pete….you have to get it over and done with."_ Venom spoke in his head.

"I know, but it's hard." Peter retorted.

"I wasn't asking if you could tell them, I was telling you to, now go on," Logan growled and stormed out of the room. Peter stood there silent.

"Sugah?" Rogue spoke, and Peter turned to look at her and the rest of the mutants.

"There's no easy way to say this, just know I am sorry…...Tonight the police took in Morris Bench and Mark Raxton." Peter whispered the words almost refused to escape his lips, he dared to look at his friends. Scott and Bobby looked furious, Jean looked disappointed, Kitty and Kurt were shocked by what she heard, but what hurt the most was Rogue, she looked hurt. Betrayed.

"I'm...sorry, I know you put trust in me," Peter said and walked out of the room. When he walked out of the room the group looked at each other. Bobby was the first to speak.

"I knew it. I had a bad feeling about it but nobody listened!"

"Bobby sit down," Jean spoke up.

"No! How much more evidence do you need? What has he done for us?! We gave him a home, bent our own rules so he can go play superhero. He became a fugitive and we trusted him, we healed him when Taskmaster whooped his ass, and how does he thank us?! Threatening our existence!"

"Bobby that's enough!" Kitty stood up and shouted.

"You're right Kitty it is enough. I say we turn him in right now." Bobby snapped back.

"NO! Are you even listening to yourself right now?! Scott tell him that's insane." Jean stood up.

"Actually Jean, I agree with Bobby. Peter has done nothing to help us, and now he is risking the world finding out about mutants, could you imagine what would happen if they find out about us?"

"I can't believe this you too?!" Kitty screeched. Bobby smiled at Scott and turned to Rogue who was still sitting on the couch.

"Lemme guess you are on their side cause he's all up in your pants?" Bobby glared at her. She was upset with Peter yes, but she didn't believe he deserved to get thrown out on the streets, and what Bobby was saying made her angry.

"BOBBY!" Jean shouted.

"What? Like it or not Rogue he is trouble. What has he done for you? Huh? He has to go." Rogue didn't answer she just stood up and pushed Bobby hard onto the couch and walked up to her room.

"Rogue!" Kitty and Jean followed her. Kurt who had been silent the entire time just glared at Bobby and Scott.

"You two should be ashamed." He then got up and followed Jean, Kitty, and Rogue.

"Oh, we should be ashamed?!" Bobby yelled. He looked at Scott.

"Should we be?" Scott just got up and left Bobby alone.

* * *

Peter walked into Xavier's office nervously. He was sitting at his desk looking out the window.

"I thought you said you could handle it?" He said disappointed.

"I know, and I thought I could, but that Morris Bench guy...he got there first and it was too late for Mark, Morris had gotten into his head."

"And so what? You just figured you could beat them up and leave them like your normal criminals?"

"What? No of course not sir!"

"I know Peter, I know you tried your best, but I want you to understand the severity of your actions."

"Am I grounded or something?"

"Not quite. Peter, I want you to listen to me very carefully. There are things we haven't told you about mutants. Have you ever wondered why I created this school? Or why there are so many kids that have nowhere else to go so they come here?"

"I mean yeah I have a little."

"It's because mutants are treated differently than humans, they are scared of us and with that comes extreme violence, anger, prejudice. Many of the kids here came here because their families wanted nothing to do with them. If people were to ever find out about our existence. They wouldn't stop until we were destroyed. That is why I created this institute so mutants could have a safe haven to learn to control their powers. To feel included and wanted."

"Wow, that's horrible." Peter thought about how Morris was proud to be a mutant and could risk exposing them to the world now that he was in police custody. And who knew what they would do to poor Mark. It was all his fault.

"I-I'm so sorry."Peter stuttered, Xavier, nodded.

"I'm not going to kick you out or yell at you, but I must say I am disappointed it would seem I made a mistake trusting you. Goodnight Peter." Peter was speechless as Xavier's last words hit him hard. He walked out of the office and slowly walked up to his room. He sat down on his bed.

" _Want to talk Pete?"_ Venom tried to comfort him.

"I'm not really in the mood, Xavier's right he made a mistake trusting me, I just mess stuff up."

" _Don't say that. It wasn't your fault Hydro-man attacked you first. You were defending yourself."_

"Stop it right there, it is my fault. I could've done something, but I didn't. Just like with Uncle Ben." Peter felt tears fall from his eyes.

" _Peter...You can't go through life putting blame on yourself for everything. You didn't do anything wrong tonight, you couldn't have stopped Mark from blowing up half the street, or Morris from attacking you."_

"But I could have stopped the police from taking them!"

" _What would that accomplish? In case you missed it you are in a chess match with Fisk, and right now you have the edge he thinks you're dead! Attacking cops would only help him. Sometimes a pawn needs to be sacrificed no matter how much it hurts."_

"I don't know, I just need some sleep," Peter said as the suit retracted and he laid down in his boxers.

" _Goodnight, I hope you feel better in the morning."_

"So do I bud." Peter put his head down.

Peter woke up earlier than he normally did especially since it was a weekend, but he felt well rested and decided to take a shower. Once he was dressed he walked over to Rogue and Kitty's room, he knocked but there was no answer. He was a little upset by this because he wanted to apologize to his two closest friends. He walked downstairs and could hear voices coming from the dining room.

"Professor please listen to me!" Peter heard Bobby beg.

"For the last time Bobby my answer is no he stays here. Now drop it." Xavier sounded like he was upset which was a first for Peter to hear. He hoped it wasn't because of him, but who was he kidding of course it was. Peter walked closer to the dining room as Bobby stormed out when he saw Peter he walked over to him angrily.

"You might have everyone else here fooled, but not me!" He grabbed Peter's collar and shouted.

"What are you talking about?" Peter questioned trying to get Bobby to let go.

"Don't play dumb with me Parker! You might think you are some saint, but you're nothing more than a child acting like he's an Avenger. You're no hero, a hero is supposed to fight to help the little guy, but your stunt last night, you just through the little guy under the bus. Yeah, real noble. You're lucky Xavier insists you stay here because I wanted to turn your ass in. Do the city a real favor."

"Let go of me!" Peter pushed Bobby off of him his temper flaring.

" _This guy is asking for it Peter, you have the strength he can't stop you."_

Bobby grabbed his collar again and pinned him against the wall.

"I don't know what they see in you, I never trusted you, I can't believe I was worried when Taskmaster kicked your ass he would have been doing us a favor if he put you down!" Bobby continued and this had alerted Logan and Xavier who were coming out of the dining room.

" _Come on, one punch…"_

"Bobby let me go!"

"No! You jeopardized our lives and I for one will not let it stand! I don't care what anyone else says, Fisk and Jameson are right, you're nothing but a menace. You only care for yourself. I'm done putting up with you because everyone thinks you are so perfect!"

" _Peter, fight back."_

"I said let me go!" Peter snapped and pushed Bobby so hard he fell on his back.

"Oh, it's on now you punk!" Bobby got up and rushed at Peter.

"BOBBY!" Xavier yelled stopping Bobby in his tracks. He turned and saw Logan and Xavier coming in their direction.

"Professor...I can explain."

"My office now!" Was all Xavier said in a tone Peter had never heard him use, Bobby's eyes widened and he followed Xavier and Logan. Peter fixed his shirt and glared in Bobby's direction. He started walking into the dining room. He grabbed some food at ate quietly.

" _You should have fought back."_

"What good what it have done?"

" _It would've shut him up."_ Peter was about to respond when he heard people talking quietly.

"I don't know he has seemed differently since his run-in with Taskmaster."

"Well yeah, he was nearly killed I'd imagine anyone would be a little different after that."

"No I mean he seems quieter I guess like he is lost in thought a lot. You don't think Taskmaster told him about his parents do you?" That got Peter's attention.

"I really hope not, it would destroy him if he found out about that."

"Yeah, I couldn't imagine coming face to face with the person who killed my parents." Peter's eyes widened.

" _What did she just say?... Does that mean what it thinks it means?"_

"It means that Taskmaster is the real reason my parents are dead," Peter spoke darkly.

" _Well, then I think we need to find him and get payback don't you?"_ Venom whispered sinisterly, Peter nodded all he could think about was finding Taskmaster and getting revenge, hurting him. Dark thoughts started to cloud his head. He was beyond angry. He walked out of the dining room and discovered the people talking were Rogue and Kitty. Their eyes both widened in horror.

"Umm good morning Pete!" Kitty nervously spoke, but Rogue couldn't she looked at Peter's eyes usually they were a warm loving green, but right now they looked cold, empty, and black. She knew in an instant she had heard their conversation and became worried.

"Sugah…"

"Save it. How long have you known?" Peter glared at her. She just looked at the ground.

"I'm sorry I wanted to tell ya...but the professor made me promise I wouldn't." She didn't look back at him she didn't want to see the hurt in his eyes.

" _He had no right to hide this from you."_

"That's good to know." Peter stormed passed them and they didn't bother trying to stop him they knew he was hurt.

" _We don't need her anyway. She hurt you. She lied to you. We don't need any of them and they don't want us."_ Peter had reached Xavier's office and didn't bother knocking he just swung open the door. Bobby was sitting in a chair and Logan and Xavier were talking when Peter walked in they stopped.

"We are in the middle of something kid," Logan growled but Peter walked up to the desk, he sent a glare at Bobby who became terrified something was off and Xavier and Logan both knew it as well.

"YOU HAD NO RIGHT!" Peter yelled at Xavier slamming his fists on the desk.

"Peter whatever this is about I assure yo…"

"WHATEVER THIS IS ABOUT?! YOU KNEW! YOU KNEW TASKMASTER KILLED MY PARENTS AND YOU DIDN'T TELL ME!" Xavier, Bobby and Logan's eyes all widened. Xavier knew he would find out, but not this soon.

"Ah, Peter I promise you we were going to tell you it's just we thought that if you found out he was in New York you would go after him. And you weren't ready I mean look what happened last time."

"All this time...I thought they died in a plane crash...Now I know the truth, and you lied to me."

"I am very sorry, we were merely looking out for you."

"Were you? If you really were looking out for me you would have told me who he was the first time we fought! You should have prepared me. I could have stopped him, who knows who else he's killed...I'm going to hunt him down. I'm going to stop him, just know, everyone he has killed since our first encounter their blood is on your hands." With one final glare, Peter left the room leaving a speechless Xavier, Bobby, and Logan. Peter's suit expanded onto him and he walked passed the other X-men who had heard the shouting and came to investigate. He sent a final cold look at Rogue before his mask part covered his face and he walked out the door slamming it behind him. The mansion was silent. Four days ago everything was perfect and now there might be no coming back, one thing was clear to the mutants. The Peter they knew died in his fight with Taskmaster, this was not Peter Parker. Gone was the dorky, funny kid they had come to call a friend and love. This was a cold, calculated and angry person who they didn't know. Rogue watched as he swung away, hoping that he would come back hoping that the Peter she fell in love with would return.

* * *

Peter was out for blood as he swung around the city, he had no idea where he would even start looking for Taskmaster, but he had an idea, he looked over in the distance and saw Fisk Tower.

 __" _Are you sure about this Peter? Remember what I said. It's a chess game."_

"I don't care about Fisk at this moment in time. I'll make him pay soon enough right now I will find Taskmaster and I will put him down."

" _Good I was just making sure we were on the same page."_

Peter jumped from the building he was on and swung over to Fisk Tower. After a little bit of swinging, he landed on the building next to it. He figured Fisk's office would be at the very top so shooting two web lines at nearby buildings he walked backward and aimed himself. He jumped as he pulled on the webs slingshotting himself through a window. An armed guard stood looking wide-eyed and pointed his gun at him.

"You're supposed to be dead!" He panicked as Peter walked closer. Firing his gun the bullets bounced off of the black suit and Peter swatted the gun out of his hand. He grabbed his neck.

"Where is Fisk?"

"I CAN'T TELL YOU HE WILL KILL ME!"

"I'm done playing by the rules so I will as well unless you tell me!" The guard didn't answer so Peter dragged him to the open window and dangled him out of it. He let out out a scream of pure terror.

"YOU WOULDN'T! PLEASE JUST LET ME GO!"

"If you insist," Peter spoke darkly. And he started to loosen his grip on the guard.

"OKAY OKAY, HE IS IN HIS OFFICE THIRD DOOR ON THE RIGHT!"

"Thanks." Peter then let go of the guard and he screamed as he plummeted, waiting a few seconds Peter shot a web and caught him by the ankle.

" _That's it. Keep it up, nobody is a match for us."_ Peter stormed through the hallway and found the door the guard said he tried turning the handle but it was locked. He took a step back and kicked it open. Fisk was at his desk on the phone when his door burst open and he was surprised, to say the least, to see a black-suited Spider-man standing in his office.

"Mr. Parker? That's impossible I was under the impression you were dead." He hung up his phone and stood up shocked.

"What can I say. Spiders are hard to kill." Peter joked but there was no tone in his voice. He was quiet and it actually put Fisk on edge. Peter slowly walked over to Fisk.

"So I take it you are here for some payback, I hate to break it to you, but you can't touch me, I'm afraid I've won. It doesn't matter if you are alive or not. This city is mine." Fisk gloated

"Can it fatass. I'm not here for you I'm here for Taskmaster."

"Taskmaster? I don't have a clue of who that is…"

"Bullshit, I know he works for you and I would advise you to not cross me, Fisk, I'm done playing nice, I won't hesitate to beat it out of you if need be." Fisk was stunned this wasn't the Spider-man he had been dealing with for months now. He smiled.

"Fine, you caught me. He grabbed a file off his desk and handed it to Peter."

"I sent him on a mission. To take out the Maggia, but I won't fret too hard Mr. Parker. The only reason I'm telling you this is because you made a mistake coming here. You won't be leaving alive." With that, he snapped his fingers and several guards with machine guns walked in. Fisk walked towards the exit.

"I sense great darkness inside of you. You would have been a powerful ally. Together we could have ruled this city. You should've taken my offer and joined me. Or you could've backed off and accepted my present, but instead, you have forced my hand, I will destroy you. I will find out who you care about most. And they will die and it will be your own fault. Goodbye, we won't be seeing each other again." With that Fisk walked out of the room as the last of the guards swarmed in. About twenty in total.

"You ready?"

" _Always."_ Peter smiled under the mask and put the file down on the desk. He turned to face the guards pointing their guns at him.

"You guys have made a grim mistake locking yourselves in here with me. However, I won't harm you if you leave now." Nobody moved.

"Good I was scared there for a second this would be boring. Start shooting whenever." That was all he needed to say as the guards all started firing at him. He jumped up and dropkicked two guys. The bullets were being absorbed by his suit and once they realized bullets weren't having an effect they decided to charge at him. Peter dodged punch after punch. One guard came charging at him so Peter stood his ground and picked him up over his head. He threw him at the rest of the guards knocking them over and shot several webs pinning them to the ground, in total Peter took out about five which meant there were plenty more. Peter jumped in between two and they tried punching him at the same time Peter ducked and they punched each other in the jaw, popping back up Peter grabbed their heads and smacked them together hard, knocking them out cold.

" _Duck."_ Peter followed Venom's instructions as a desk chair flew over his head and crashed through the window. Peter turned to face the guy who threw it and shot a web that attached to his chest. Pulling the guard towards him Peter let go of the web and hit him with a powerful clothesline that put the guard out of commission. Three more charged at him at the same time and Peter jumped over them. He landed behind them and sent a strong dropkick to the back of the head of the one in the middle. He kipped up and caught the oncoming punches he pushed them backward and jumped up kicking one in the face and punching the other's face simultaneously. Only one other guard ran up to try and attack him hand to hand. Peter easily parried his attacks with ease and sent a brutal headbutt into his chest causing him to collapse. The remaining eight were all at the in a group. Peter walked over to the desk making sure the file was safe on the ground and picked it up with ease he threw it at them and it hit almost all of them. There were only two left standing and they looked around the room and raised their arms.

"We surrender!" They said at the same time.

" _They are criminals Pete….you can't let them go make them pay."_ Peeter walked over to them and kicked one in the stomach causing him to bend over, he picked up the second guard and spiked him onto the bent over guard.

" _Good, let this be your example...let the people of New York fear you, they view you as a menace. You heard what Bobby said. The X-men hate you for what happened to Mark and Morris. You're an outlaw. Isn't it time you give them an actual reason to be afraid. You said it yourself you are done playing by the rules."_ Venom was whispering in Peter's mind and for whatever reason, dark thoughts kept coming into his head. Maybe Venom was right. For too long he had tried to be the good guy and look at how this city has repaid him. For the first time ever Peter saw things from a different light. He walked over to the file on the ground and picked it up. He read the reports about the Maggia.

" _They are criminals. Maybe Fisk was right. The police won't arrest them, it's a system that doesn't work, they will get out of jail and hurt innocent people. There is only one way for it to end. Let Taskmaster kill them."_

"Wait what?"

" _Yes let him kill them, the fewer criminals the better. Then when the time comes you know what you have to do."_

"No! I can't let anyone die, I can't be responsible for their deaths, if I do that then I'm no better than Fisk or worse the Green Goblin."

" _You've tried being the better person, look where it's gotten you. You have the strength now to do whatever. Nobody can stop you."_

"But I can't just let people die Venom! And I most certainly cannot kill anyone myself! This is crazy what am I doing here...I need to go back to the mansion."

" _Peter you know I'm right, you know there is only one way to stop Taskmaster."_

"No, there is always another way!"

" _LISTEN TO YOURSELF. This man killed your parents, tried to kill you, he's a killer let him kill those pathetic crooks and then, you have to kill him otherwise more innocent people will die because of your weakness! Peter Parker, you aren't weak. I have given you the power to do what needs to be done. So it's up to you to do it."_ Peter looked out the window of Fisk tower. He took a deep breath.

" _With Great Power, comes Great Responsibility. You have the power and you know that your responsibility is to protect innocent people so they don't die like Ben, or May, or Otto, or your parents. Please, Peter, you know what it is you need to do."_

"You're right I do know what to do…..I have no choice I need to kill Taskmaster."

 **To Be Continued….**

 **Chapter 14: The Dark Path**


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